
Standard terms and conditions of sale Definitions and Interpretation In these Conditions: “Conditions” means these terms and conditions; "Confidential Information" means, in relation to a party, all and any knowledge, data, trade secrets or other information of that party or any other person in whatever form disclosed directly or indirectly by that party to the other party; "Contract" means any contract for the sale of any goods, services, materials or works by Wrekin to the Purchaser which incorporates these Conditions; “Contract Documentation” means all documents which form part of, constitute or evidence the Contract, including these Conditions and any quotations, offers, Orders, acknowledgements of order, acceptances and specifications of the Purchaser or Wrekin and any documents referred to in any of them; "Delivery Address" means the address where the Goods are to be delivered (the expression “delivered” being interpreted in accordance with Condition 4.1), as notified by the Purchaser to Wrekin in writing upon or before the placing of the Order; "Delivery Date" means the date on which it is intended that Wrekin shall deliver the Goods (the expression “deliver” being interpreted in accordance with Condition 4.1), as specified in the Order subject to Conditions 2.8(vii) and 4.5; “Geosynthetic Products” means all Products referenced on Wrekin’s website (https://www.wrekinproducts.com/geosynthetics) within the categories of Geoworks, Geotextiles, Geogrids, Geocomposites, Geomembranes, Geocells and Geomats; "Goods" means all goods, works, labour, materials, services and all other things to be sold, supplied or performed in accordance with the Contract and as identified in the Contract Documentation, including any of the foregoing supplied by way of making good, repair or replacement; "Intellectual Property Rights" means all or any registered or unregistered intellectual property rights or similar rights in any part of the world, including patents, design rights and registered design rights, copyrights, database rights, topography rights, registered and unregistered trade marks or service marks, know how, rights to inventions and ideas, together with any right to apply, and the benefit of any applications, for any such intellectual property rights; “Installation Services” means services provided by or on behalf of Wrekin in relation to the installation of any Product at the Purchaser’s site; “Mandatory Policies” means Wrekin’s business policies and codes as notified to the Purchaser from time to time; "Order" means the order placed with Wrekin by the Purchaser; "Price" means the purchase price of the Goods notified or quoted to the Purchaser or, if no price has been notified to the Purchaser, the price of the Goods as specified in Wrekin’s price list current at the date when an Order therefor which complies with the requirements of Condition 2.8 is placed by the Purchaser, together with all other sums due from the Purchaser to Wrekin under the Contract; “Product” means any product supplied to the Purchaser by or on behalf of Wrekin pursuant to an Order; “Purchaser” means the person, firm or company named as the Purchaser in the Contract Documentation; "Technical Advice” means any advice from a suitably qualified third-party in respect of any parts schedule, drawing, design, measurement, calculation or installation of any Product supplied by or on behalf of Wrekin. “Technical Documentation” means any specification, parts schedule, instruction, drawing, design, measurement, Technical Advice, calculation, report or similar and any update, amendments, additions and revisions to such; "Working Day" means any day which is not a Saturday or Sunday, or bank or public holiday; and "Wrekin" means Wrekin Products Limited, registered in England and Wales under company number 2609935, whose registered office is at Unit 1a Europa Way, Britannia Enterprise Park, Lichfield, Staffordshire WS14 9TZ. In these Conditions, unless otherwise stated, references to: the "parties" are references to the Purchaser and Wrekin; a third party are references to a person who is not a party to the Contract; "persons" and "parties" shall include references to individuals, companies, corporations, partnerships and unincorporated associations; the singular shall include the plural and vice versa; a "Condition" are references to a condition of these Conditions; “writing” includes facsimile, e-mail or electronic data exchange (EDI) and the expression “written” shall be construed accordingly; and a statute, statutory instrument, regulation, order or licence are references to that statute, statutory instrument, regulation, order or licence as substituted, varied or re-enacted from time to time. The headings in these Conditions are for convenience only and shall not affect the construction of these Conditions. The words "include" and "including" shall be construed without limitation. Applications of Terms and Order The Contract shall be governed by these Conditions and all terms and conditions proffered at any time by the Purchaser are hereby excluded from the Contract. Any quotation issued by Wrekin shall not constitute an offer and shall remain valid, unless it states otherwise, for the period of 30 days from the date of issue. Notwithstanding the foregoing, Wrekin shall be entitled to withdraw a quotation at any time and any quotation shall no longer be valid if a sub-contractor or supplier of Wrekin has changed its charges. The Purchaser shall not be entitled to withdraw an Order once accepted, unless otherwise agreed by Wrekin, and a condition of any such agreement shall be that the Purchaser shall indemnify Wrekin in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, changes and expenses incurred by Wrekin as a result of such cancellation. Each Order shall be deemed to be an offer by the Purchaser to buy Goods subject to these Conditions and no Order shall be deemed to be accepted by Wrekin until Wrekin give notice of acceptance in writing. Wrekin is under no obligation to accept any Order. In the event of inconsistency between any provision of these Conditions and the Order or any other Contract Documentation, these Conditions shall prevail. Each Order shall represent a separate Contract. The Purchaser may place an Order in writing only. Where an Order is placed in writing, the Purchaser shall submit it to such address (or email address) as Wrekin shall specify from time to time for that purpose. The Purchaser shall ensure that each Order: specifies the Purchaser’s full name (and legal entity) together with, where applicable, any company or business registration number; specifies the exact Goods being ordered; specifies the respective quantities of each of the Goods being ordered; is for a minimum quantity of each of the Goods of not less than any minimum order quantity specified by Wrekin from time to time, unless the Purchaser is paying for carriage of the Goods; specifies the method of delivery of the Goods (being one of the alternative methods described in Condition 4.1); specifies the address to which Wrekin’s invoice for the Goods is to be sent; and specifies a lead time for delivery of not less than that set out in Wrekin’s quote or as otherwise notified by Wrekin to the Purchaser (unless otherwise agreed in writing) from date of submission of the Order. Supply of Goods Wrekin agrees to sell, deliver and provide to the Purchaser and the Purchaser agrees to purchase and accept delivery of and pay for the Goods on and subject to the terms of the Contract. The Purchaser shall not be entitled, following the acceptance by Wrekin of any Order, to change the quantity or the specification of the Goods, or the Delivery Date, without the prior written consent of Wrekin. If any such change would result in additional cost or expense to Wrekin in providing the Goods or would delay delivery of the Goods, Wrekin shall be entitled, as a condition of giving its consent, to make an equitable adjustment to the Price and/or the Delivery Date, to the extent necessary to reflect the additional costs or delay (as the case may be). If any Goods are to be provided in accordance with any requirements of the Purchaser, the Purchaser shall be required to agree in writing to any bespoke elements of the Goods in accordance with any reasonable timescale given by Wrekin. Wrekin shall not be obliged to commence work until such time as the Purchaser has given its written agreement and shall not be responsible for any delay in performing under the Contract as a result of any delay by the Purchaser in so confirming. In the event that, at any time, there is a shortage of the Goods or Wrekin is unable to meet all demands for products from its customers for whatever reason (including shortages of raw materials) Wrekin shall be entitled to apportion supplies of the Goods in such manner as it shall determine at its discretion, notwithstanding that it may already have accepted an Order from the Purchaser for a higher quantity. Wrekin shall supply in connection with the Goods, on or before delivery of the Goods, such documents and information as shall be specified in the Contract Documentation or which are required by law. Wrekin shall comply with all of its legal obligations in relation to health and safety in relation to the Goods. Wrekin shall ensure that items comprised in the Goods which are hazardous or may otherwise endanger life or health are clearly identifiable from external packaging. Wrekin shall supply with the Goods warning labels appropriate to warn persons coming into contact with the item of the hazards and its effects, together with all necessary instructional material in relation to such hazards and their effects. Where any Technical Documentation is provided by the Purchaser or by any third party on behalf of the Purchaser to Wrekin, it is the Purchaser’s responsibility to ensure the detail, accuracy and fitness for purpose of such Technical Documentation and Wrekin’s comprehension thereof. Wrekin is not responsible for reviewing or verifying the detail, accuracy or fitness for purpose of any Technical Documentation provided by or on behalf of the Purchaser. Wrekin shall not be liable under warranty or otherwise for any liability, including but not limited to defects, failures, damages, losses, costs or expenses, resulting from Wrekin’s use of such Technical Documentation, or Wrekin’s failure to verify or comprehend such Technical Documentation, to the greatest extent permitted by applicable law. Where any Technical Documentation is provided by Wrekin or by any third party on behalf of Wrekin to the Purchaser or any third party working on behalf of the Purchaser, it is the Purchaser’s responsibility to understand and verify the detail, accuracy and fitness for purpose of such Technical Documentation. Wrekin shall not be liable under warranty or otherwise for any liability, including but not limited to defects, failures, damages, losses, costs or expenses, resulting from any failure by the Purchaser to verify the detail, accuracy and fitness for purpose of the Technical Documentation, to the greatest extent permitted by applicable law. The Goods and any related services which are provided by Wrekin or by any third party on behalf of Wrekin do not include any design work or services or the production of any Technical Documentation. The Purchaser shall not be entitled to rely on, and, to the greatest extent permitted by applicable law, Wrekin shall have no liability, including but not limited to defects, failures, damages, losses, costs or expenses, under warranty or otherwise in relation to any reliance on or use by the Purchaser of the Technical Documentation provided by Wrekin or by any third party on behalf of Wrekin. Wrekin may supply Products to the Purchaser which have been sourced by Wrekin from third parties and which may be branded with such third party logos or branding. This does not prejudice the Purchaser’s rights to make a claim in accordance with the provisions of Condition 11. Any Purchaser that buys Geosynthetic Products and any related services which are provided by Wrekin or by any third party on behalf of Wrekin should seek Technical Advice prior to use. Wrekin shall not be liable under warranty or otherwise for any liability, including but not limited to defects, failures, damages, losses, costs or expenses, resulting from any failure by the Purchaser to verify the detail, accuracy and fitness for purpose of the Technical Advice, to the greatest extent permitted by applicable law. Any measurement tools or calculators provided on Wrekin’s website are provided for indicative purposes only and to the greatest extent permitted by applicable law, Wrekin shall have no liability, including but not limited to defects, failures, damages, losses, costs or expenses, under warranty or otherwise in relation to any reliance on or use by the Purchaser of the output of such tools or calculators. Delivery and Installation Delivery of the Goods shall be effected either by: (i) Wrekin delivering the Goods or having them delivered to the Purchaser at the Delivery Address; or (ii) the Purchaser collecting the Goods from the Delivery Address after Wrekin has notified the Purchaser that the Goods are available for collection, and the expressions “delivery”, “deliver” or “delivered”, where used in these Conditions, refer to delivery made pursuant to either of those methods. The actual method of delivery shall be specified in the Order. Where the method in Condition 4.1(ii) is specified, Wrekin shall give notification to the Purchaser that the goods are available for collection in writing and shall use reasonable endeavours to do so not less than five Working Days prior to the date on which the Goods are available for collection. The Purchaser shall be responsible (where the method in Condition 4.1(i) above is used) for unloading the Goods from the appropriate vehicle at the Delivery Address. Wrekin shall be responsible (where the method in Condition 4.1(ii) is used) for loading the Goods onto the appropriate vehicle at the Delivery Address. Wrekin shall have no liability for any loss of or damage to the Goods following loading if the Purchaser, its representative, or any third party not under the direction or control of Wrekin makes any change to the manner in which the Goods are loaded, stacked, or distributed by the Purchaser within the relevant vehicle. Wrekin shall use reasonable endeavours to deliver the Goods on the Delivery Date(s). However, the time for the delivery of the Goods shall not be of the essence of the Contract, and the Purchaser acknowledges that Wrekin shall not be liable to it for any losses, costs, damages, expenses or charges directly or indirectly suffered or incurred by the Purchaser as the result of any delay in the delivery of the Goods, neither shall any such delay entitle the Purchaser to terminate or rescind the Contract, save to the extent that the delay is the result of any failure by Wrekin to comply with its obligation in the first sentence of this Condition 4.5 where such failure constitutes a material breach of the Contract for the purposes of Condition 9.1. Wrekin shall be entitled in its sole discretion to deliver the Goods in instalments. If at any time Wrekin has reason to believe that delivery of the Goods may not be made on the Delivery Date, Wrekin shall notify the Purchaser accordingly and, to the extent reasonably practicable, shall provide an estimate of when the Goods will be delivered, without prejudice always to Condition 4.5. If the Purchaser fails to take delivery of any Goods on the date on which they are made available for collection by Wrekin or on which Wrekin attempts to make delivery, Wrekin shall, without limiting any other remedy available to it, be entitled to: treat the Contract as discharged; store the Goods until the date of actual delivery at the reasonable cost of the Purchaser, risk in the Goods passing to the Purchaser on the date on which they are made available for collection by Wrekin, the provisions of Condition 7.1 notwithstanding; or sell the Goods at the best price reasonably obtainable (“the actual selling price”) and charge the Purchaser, as a debt due to Wrekin, for any shortfall where the actual selling price, after deduction of any reasonable storage, transportation or selling expenses incurred by Wrekin is less than the Price. The Purchaser shall notify Wrekin by telephone (followed by confirmation in writing) of any shortfall of Goods delivered within 48 hours of the date on which the Goods are delivered or, in the event of non-delivery, within 48 hours of the anticipated date of delivery. Wrekin shall be entitled but not required to make good any shortage or non-delivery of Goods. Where it does not do so, it shall notify the Purchaser in writing of its decision and the Price shall be adjusted on a pro-rata basis. Acceptance of the Goods Subject to any other provisions of the Contract, the Purchaser shall be deemed to have accepted the Goods on the date of actual delivery (irrespective of whether delivery is made to the Purchaser or a third party nominated by the Purchaser). No provision of law deeming when acceptance of the Goods is to have taken place shall apply. Until the Purchaser is deemed to have accepted the Goods, if any Goods are found not to be in conformity with the Contract for any reason, the Purchaser shall be entitled to reject the Goods delivered, treat the Contract as repudiated by Wrekin and terminate the Contract as a whole; reject the Goods delivered and require Wrekin to deliver replacement Goods conforming with the Contract on or before a further Delivery Date specified by the Purchaser (which date shall comply with Condition 2.8(vii) as if it were a new Order placed on the date that the Purchaser exercises the remedy under this Condition 5.2ii)) and in respect of which these Conditions shall apply in the same manner as to the original Delivery Date); or where part of the Goods delivered are not in conformity with the Contract, exercise any combination of the above rights. 5.3 Following acceptance by the Purchaser of the Goods, the Purchaser shall not be entitled to exercise any of the rights set out in Condition 5.2. Where any Goods are rejected by the Purchaser under Condition 5.2 the Goods shall be at the risk of Wrekin and Wrekin shall pay the Purchaser’s costs of handling. In addition, the Purchaser shall be entitled to return the Goods to Wrekin and Wrekin shall at the option of the Purchaser either collect the Goods or reimburse or pay to the Purchaser the reasonable cost of returning the Goods to Wrekin. Notwithstanding the foregoing, neither Condition 5.2 nor this Condition 5.4 shall apply to the extent that, following inspection of the Goods by Wrekin after rejection, the Goods are found to conform to the Contract. Purchaser obligations The Purchaser warrants that: it will co-operate with Wrekin in all matters relating to the Contract, including with regard to the schedule of works relevant to Installation Services; it will provide Wrekin, its employees, agents and sub-contractors, in a timely manner and at no charge, access to the Delivery Address as necessary to enable Wrekin to perform its obligations under the Contract; it will provide, in a timely manner, such information and materials as Wrekin may request and shall ensure that they are accurate in all material respects; it will carry out all actions specified in the Contract Documentation by the times and dates set out therein; it shall take all reasonable precautions to ensure the health and safety of Wrekin, its employees, agents and sub-contractors whilst at the Delivery Address and will inform Wrekin of all health and safety rules and regulations and any other reasonable security requirements that apply at any Delivery Address; it will obtain before the Delivery Date and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Goods; and where Installation Services are to be provided, the site at which the Installation Services are to be provided shall be prepared and ready for the Products to be installed and the Installation Services shall not be hampered by the presence of third-party contractors or otherwise. If Wrekin’s performance under the Contract is prevented or delayed by any act or omission of the Purchaser, its agents, sub-contractors and/or employees, any third party, or by reason of force majeure (as set out in Condition 14), Wrekin shall not be liable for any costs, expenses, losses or charges sustained or incurred by the Purchaser arising directly or indirectly from such prevention or delay. Notwithstanding Condition 6.2, Wrekin may charge the Purchaser as an additional charge for any additional reasonable costs and expenses incurred by Wrekin caused by the Purchaser’s instructions, failure to provide instructions or failure to comply with Condition 6.1. The Purchaser shall not, without the prior written consent of Wrekin, at any time during the term of the Contract and for a period of six months after the final delivery of Goods, solicit or entice away from Wrekin or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of Wrekin. Any consent given by Wrekin in accordance with Condition 6.4 shall be subject to the Purchaser paying to Wrekin a sum equivalent to 20% of the then current annual remuneration of Wrekin’s employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Purchaser to that employee, consultant or subcontractor. The Purchaser shall comply with: all applicable laws, statutes, regulations and codes from time to time in force; and the Mandatory Policies, and Wrekin may terminate the Contract in accordance with clause 9.1(i) in the event of a breach of this clause 6.6 by the Purchaser. Risk and title Risk of loss or damage to the Goods shall, save where Condition 4.8(ii) applies, pass to the Purchaser on delivery and in accordance with Condition 4.3 or 4.4, as appropriate. Title to the Goods shall pass to the Purchaser once the Purchaser has paid for them in full in cleared funds. However, the Purchaser shall be entitled, in the ordinary course of its business, to sell and give good title to any Goods to which title has not yet passed to it, subject to Condition 7.3. Until the Purchaser has obtained title to the Goods, the Purchaser hereby grants to Wrekin and its representatives an irrevocable licence at any time to enter any premises where the Goods may be stored in order to inspect them (and where the Purchaser does not own or control such premises the Purchaser hereby undertakes to procure such right) and, where the Purchaser’s right to possession of the Products has terminated pursuant to Condition 8.10(ii), to recover them. Price and Payment The Price is exclusive of: Value Added Tax which shall be due at the rate ruling on the date of Wrekin's invoice to the Purchaser, provided that such invoice is a VAT invoice; transportation, delivery, insurance and storage; and all other duties, taxes and impositions on the Goods or the supply thereof, of whatever kind and howsoever arising, and Wrekin shall be entitled to charge the Purchaser for all such additional costs in addition to the Price. The Price includes the cost of packing, boxing, crating or any other packaging for the Goods. Wrekin reserves the right to increase the Price and impose any additional charges by giving written notice to the Purchaser at any time up to one month prior to delivery in accordance with Condition 4.1, to take account of any increase in the Price and/or additional charges payable by Wrekin, including to any increase in the costs of materials, labour or delivery or to take account of any fluctuations in exchange rates, or alteration of duties as shall be reasonable in the circumstances. Wrekin reserves the right to charge the Purchaser, as an additional charge, for any additional work undertaken over and above that which would have been otherwise required (including any expenses or financial penalties incurred by Wrekin) as a result of any instructions supplied by the Purchaser being incomplete, incorrect, inaccurate, illegible, out of sequence, in the wrong form or provided to Wrekin too late to enable it to meet a deadline. Wrekin shall be entitled to submit its invoice for the Goods to the address specified for such purpose in the Order at any time following despatch of the Goods (or notification to the Purchaser that the Goods are available for collection). The Purchaser shall pay each invoice submitted by Wrekin, in full and without deduction or set-off, on or before the 30th day of the month following the date of the relevant invoice (the said 30th day being “the due date” for the purposes of the remaining provisions of this Condition 8). The Purchaser shall pay for the Goods at Wrekin’s option either by cheque or by electronic transfer to such bank account of Wrekin as is notified by Wrekin to the Purchaser from time to time. Please note that in the event of receiving such a notification the Purchaser must, before effecting any electronic transfer, confirm any change to Wrekin’s bank details by telephoning Wrekin’s switchboard (01543 440440) and asking to speak to a member of the Finance Team. Interest shall be payable on any amount due from the Purchaser to Wrekin under the Contract and remaining unpaid after the due date at the rate of 6% per annum above the base rate of HSBC Bank plc from time to time, from the day after the due date until the date of actual payment, whether before or after any judgment. Wrekin shall be entitled to set off against any sum which it owes to the Purchaser the Price of any Goods or any other sums payable by the Purchaser to Wrekin under the Contract or under the terms of any other dealing between Wrekin and the Purchaser. If the Purchaser fails to pay in full the Price, any other sums due under the Contract or any part thereof by the due date (save in the case of a genuine bona fide dispute as to the amount due, and subject to the payment by the Purchaser of any part of the Price not in dispute), then, without limiting any other remedy of Wrekin under the Contract: Wrekin shall be at liberty to suspend all further deliveries of the Goods or other goods or products of any kind, whether pursuant to the Contract or otherwise, unless and until payment is made; and the Purchaser’s right to possession of the Products which are the subject of the invoice in question shall terminate with immediate effect. Without limiting any other right or remedy of Wrekin in respect of unpaid monies, the time for payment of any sum due to Wrekin pursuant to the Contract shall be of the essence of the Contract. Termination **Wrekin may at any time terminate the Contract with immediate effect by giving notice to the Purchaser upon the occurrence of any of the following events: if the Purchaser commits a material breach of any of its obligations under the Contract and fails, where the breach is capable of remedy, to remedy such breach within 30 days after written notice from Wrekin specifying such breach and requiring it to be remedied; if the Purchaser enters into any composition or arrangement for the benefit of its creditors; if the Purchaser, being an individual, becomes bankrupt or has a receiving order or administration order made against him; if the Purchaser becomes insolvent or appears to be unable to pay a debt or have no reasonable prospect of paying a debt (within the meaning of Section 268 of the Insolvency Act 1986) or being a company, appears unable to pay its debts (within the meaning of Section 123 of that Act); if the Purchaser is a company or other corporate body, the presentation of a petition or the giving of any notice of a resolution for the winding up of that other party (other than for a members’ voluntary winding up of a solvent company for the purpose of a bona fide reconstruction); if the Purchaser is a company or other corporate body, the appointment of an administrative receiver or administrator in respect of the whole or any part of that other party’s undertaking or assets; or if the Purchaser shall suffer any proceedings analogous to any of those described in the foregoing provisions of this Condition 9.1 under any laws outside the UK. Such termination or suspension shall be without prejudice to the rights or remedies of either party under the Contract, whether accrued before or accruing after the effective date of termination. Effect of Termination The provisions of Conditions 8.6 to 8.9, 11 to 13, 14.2, 15, 16 and 18 shall survive expiry or termination of the Contract. Warranty Wrekin hereby warrants that the Goods shall, upon delivery: be of satisfactory quality within the meaning set out in the Sale of Goods Act 1979 (as amended); comply with all relevant statutes, regulations and other matters having the force of law; and comply in all material respects with any description previously supplied by Wrekin. Wrekin shall not be liable for a breach of the warranties contained in Condition 11.1 unless: the Purchaser gives written notice of the defect to Wrekin and if, where Wrekin is responsible for delivery, the defect is as a result of damage in transit gives written notice to Wrekin within 48 hours of receipt specifying the details of the defect and the date of delivery. In the event of a defect which is not apparent on delivery the Purchaser shall inform Wrekin of such defect immediately on discovery of the defect but in any event within three months of delivery; and Wrekin is given a reasonable opportunity, after receiving the notice, of examining the Goods and the Purchaser complies with any request from Wrekin to return Goods to Wrekin’s place of business at the Purchaser’s cost for examination to take place there. Wrekin shall not be liable for breach of warranty under Condition 11.1 if: the Purchaser makes any further use of the Goods after giving notice under Condition 11.2; the defect arises directly or indirectly from any drawing, design or specification provided by the Purchaser; the defect arises because the Purchaser has failed to follow Wrekin’s or manufacturer’s instructions (whether oral or in writing) as to the storage, installation, commissioning, proper use and maintenance of the Goods or (if there are none) good trade practice; and/or the Purchaser alters or repairs the Goods without the written consent of Wrekin. Where any valid claim in respect of the Goods is made by the Purchaser Wrekin shall be entitled at its option to: replace, repair or correct the Goods (or the part in question) found not to conform to the warranty at Wrekin’s cost; or at Wrekin’s sole discretion, refund to the Purchaser the Price (or a proportionate part of the Price) of the relevant part of the Goods found not to conform to the warranty, and subject to Condition 13 Wrekin shall have no further liability to the Purchaser. Intellectual Property Rights The Purchaser acknowledges that Wrekin is the owner and licensee of all Intellectual Property Rights in the Goods. Under no circumstances shall any of the Intellectual Property Rights transfer to the Purchaser other than as expressly stated within these Conditions and/or the Contract Documentation. Wrekin grants to the Purchaser a non-exclusive licence (without the right to sub-licence) to use any Intellectual Property Rights in the Goods for the purpose of making reasonable use of the Goods. The Purchaser shall provide to Wrekin such materials and information that Wrekin may request for the purpose of performing its obligations under the Contract and the Purchaser shall grant to Wrekin a non-exclusive licence to use such materials and information for the purpose of performing its obligations under the Contract. The Purchaser shall indemnify and hold Wrekin harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by Wrekin as a result of or in connection with: any alleged or actual infringement of any third party’s Intellectual Property Rights or other rights arising out of the use of any materials and information provided by the Purchaser; and/or any claim against Wrekin in respect of any liability, loss, damage, injury, cost or expense sustained by Wrekin, or Wrekin’s employees or agents, or by any third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the use of the Goods as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the Contract by the Purchaser. Limitation of Liability Subject to Condition 13.2: Wrekin’s total liability to the Purchaser in connection with any and all claims arising in relation to any Goods shall not exceed the Price of those Goods; under no circumstances shall Wrekin be liable to the Purchaser for loss of profit, loss of revenue, loss of bargain, loss of business or contract, diminution of goodwill or for any other economic loss (whether direct, indirect or consequential), or for any indirect or consequential loss or damage of any kind; and save as expressly provided in the Contract all warranties, conditions or other terms implied by statute or common law in relation to the sale of goods are hereby excluded and Wrekin makes no warranty as to the fitness of the Goods for any particular purpose even if that purpose if stated in the Contract Documentation. Nothing in the Contract shall limit or exclude the liability of Wrekin: for death or personal injury resulting from the negligence (as defined in Section 1 of the Unfair Contract Terms Act 1977) of Wrekin; for fraud or fraudulent misrepresentation; or for any matter in respect of which it would be unlawful or illegal to exclude or limit its liability. Force Majeure Any delay or failure of either party to perform its obligations hereunder shall be excused if and to the extent that it is caused by circumstances which are beyond the reasonable control of the party affected, including (without limitation): acts of God and extreme weather including flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts [(other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and interruption or failure of utility service. provided that written notice of such a delay (including the anticipated duration of such delay) shall be given by the affected party to the other within five Working Days. During the period of such delay or failure to perform by Wrekin the Purchaser at its option may purchase Goods from other sources without liability to Wrekin. Confidentiality A party (the "Receiving Party") which receives, whether directly or indirectly, any Confidential Information belonging to the other party (the "Disclosing Party") shall: keep the Confidential Information confidential; not use disclose or otherwise make available the Confidential Information to any other person other than with the prior written consent of the Disclosing Party or in accordance with Condition 15.2, 15.3 or 15.4; and not use, disclose or otherwise make available the Confidential Information for any purpose other than the performance of its obligations under the Contract. During the term of the Contract the Receiving Party may use, disclose or otherwise make available the Confidential Information to its employees and approved sub-contractors (the "Recipient") to the extent that it is necessary for the purposes of the Contract. The Receiving Party shall use its reasonable endeavours to ensure that each Recipient is made aware of and complies with all the Receiving Party’s obligations of confidentiality under the Contract as if the Recipient were a party to the Contract. The obligations contained in Conditions 15.1 to 15.3 shall not apply to any Confidential Information which: is at the date of the Contract in or at any time after the date of the Contract comes into public knowledge other than through breach of the Contract by the Receiving Party or any Recipient; can be shown by the Receiving Party to the reasonable satisfaction of the Disclosing Party to have been known by the Receiving Party and at its free disposal before disclosure by the Disclosing Party to the Receiving Party; subsequently comes lawfully into the possession of the Receiving Party from a third party without any obligation of confidentiality being imposed upon the Receiving Party in respect thereof; or is required by law, governmental or regulatory authority, the Takeover Panel or a recognised stock exchange to be disclosed. No public announcement, communication or circular (other than to the extent required by law or any recognised investment exchange) concerning the Goods referred to in the Contract or the existence of the Contract shall be made or despatched by the Purchaser without the prior written consent of Wrekin, and only then subject to the giving by Wrekin of written approval of the terms and content of any such announcement, communication or circular prior to it being made or despatched by the Purchaser. General The Contract constitutes the entire agreement between the parties and cancels and supersedes any and all previous agreements (whether oral or written, express or implied) between the parties relating to the subject matter of the Contract. Except for the express written terms of the Contract, the parties acknowledge and agree that in entering into the Contract they have not relied on or been induced by any warranty, statement or representation of the other or any other person relating to the Contract. Nothing in the Contract shall affect any liability of a party for fraudulent misrepresentation. No term of the Contract is intended for the benefit of any third party, and none of these Conditions shall be enforceable by a third party either under the Contracts (Rights of Third Parties) Act 1999 or otherwise. The Purchaser is responsible for obtaining all necessary export licences and complying with all regulations governing the admission of the Goods into the country of destination and for the payment of all customs duties, port duties and charges. Each of these Conditions is to be construed as independent of every other Condition so that the invalidity, illegality or unenforceability of any Condition shall not affect the other Conditions, all of which will remain in full force and effect. No variation of the Contract is effective unless it is made in writing, refers specifically to the Contract and is signed by duly authorised representatives of Wrekin and the Purchaser. No omission or delay on the part of the Purchaser or Wrekin in exercising any right, power or privilege under the Contract shall operate as a waiver by it or of any right to exercise it in future or of any other of its rights under the Contract. Except as expressly provided in the Contract, the rights and remedies contained in the Contract are cumulative and shall be in addition to every other right or remedy provided by law or otherwise. The Contract shall, as to any of its provisions remaining to be performed in whole or in part or capable of having effect following termination or performance, remain in full force and effect despite termination in accordance with Condition 9. Wrekin shall be entitled to assign the whole or any part of its rights or obligations under Contract, or to sub-contract the whole or any part of its obligations under the Contract without the prior written consent of the Purchaser. The Purchaser shall not be entitled to assign the whole or any part of its rights or obligations under Contract, or to sub-contract the whole or any part of its obligations under the Contract without the prior written consent of Wrekin. Any notice required to be sent under the Contract will be properly served if sent in writing: by hand in which case such notice shall be deemed to be served at the time of delivery where it is delivered on a Working Day, and at 9am on the first Working Day following the day of delivery if it was not delivered on a Working Day; by first class or recorded delivery post to the address of the party in question given on the Order (or such other address as the parties may notify to each other from time to time) in which case such notice will be deemed to have been served two Working Days after the date of posting; by fax to the party in question, in which case such notice will be deemed to have been served on the next Working Day after receipt of an uninterrupted transmission confirmation; or by email to the party in question, in which case such notice will be deemed to have been served immediately on sending, provided that the sender does not receive notification of a delivery failure. The provisions of this Condition 16.11 shall not apply to notices in connection with legal proceedings. Security Although Wrekin take reasonable precautions to ensure no viruses are present in emails sent by Wrekin, Wrekin does not accept responsibility for any loss or damage sustained as a result of computer virus and the Purchaser must ensure that each email and/or attachments are virus free. The Purchaser must use its’ own virus protection software. Wrekin shall not be responsible for damage that may be caused by computer viruses. When communicating with Wrekin, the Purchaser must be aware that sending emails via the internet is not a completely secure method of communication. Internet communications are capable of data corruption and therefore Wrekin do not accept any responsibility for changes made to any such communications after their despatch. It may therefore be inappropriate to rely on information contained in an e-mail and/or its attachments without checking the details with Wrekin by another method of communication. Wrekin do not accept responsibility for any errors or problems that may arise through the use of internet communications and all risks connected with sending commercially sensitive information relating to the Purchaser or the Purchaser’s business are borne by the Purchaser. If the Purchaser does not agree to accept this risk, the Purchaser must notify Wrekin in writing that email is not an acceptable means of communication. To protect Wrekin’s customers and suppliers from the risk of cybercrime, Wrekin will not advise of a change of bank details by email. If the Purchaser receives notification of a change in bank account details purporting to come from Wrekin, the Purchaser must contact Wrekin immediately and should check details with Wrekin by an independent means of communication in any circumstances where the Purchaser has any doubt regarding the authenticity of an email. Wrekin will not transfer funds to a bank account where the details are provided by email, unless that email is confirmed by the Purchaser in writing by post. Law and Jurisdiction** The 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 the laws of England and Wales and the parties hereby agree that the courts of England and Wales shall have non-exclusive to settle any such dispute or claim. G:3667392v1 Share this page

Standard terms and conditions of sale

Definitions and Interpretation
1. In these Conditions:
  “Conditions” means these terms and conditions;
  "Confidential Information" means, in relation to a party, all and any knowledge, data, trade secrets or other information of that party or any other person in whatever form disclosed directly or indirectly by that party to the other party;
  "Contract" means any contract for the sale of any goods, services, materials or works by Wrekin to the Purchaser which incorporates these Conditions;
  “Contract Documentation” means all documents which form part of, constitute or evidence the Contract, including these Conditions and any quotations, offers, Orders, acknowledgements of order, acceptances and specifications of the Purchaser or Wrekin and any documents referred to in any of them;
  "Delivery Address" means the address where the Goods are to be delivered (the expression “delivered” being interpreted in accordance with Condition 4.1), as notified by the Purchaser to Wrekin in writing upon or before the placing of the Order;
  "Delivery Date" means the date on which it is intended that Wrekin shall deliver the Goods (the expression “deliver” being interpreted in accordance with Condition 4.1), as specified in the Order subject to Conditions 2.8(vii) and 4.5;
  “Geosynthetic Products” means all Products referenced on Wrekin’s website (https://www.wrekinproducts.com/geosynthetics) within the categories of Geoworks, Geotextiles, Geogrids, Geocomposites, Geomembranes, Geocells and Geomats;
  "Goods" means all goods, works, labour, materials, services and all other things to be sold, supplied or performed in accordance with the Contract and as identified in the Contract Documentation, including any of the foregoing supplied by way of making good, repair or replacement;
  "Intellectual Property Rights" means all or any registered or unregistered intellectual property rights or similar rights in any part of the world, including patents, design rights and registered design rights, copyrights, database rights, topography rights, registered and unregistered trade marks or service marks, know how, rights to inventions and ideas, together with any right to apply, and the benefit of any applications, for any such intellectual property rights;
  “Installation Services” means services provided by or on behalf of Wrekin in relation to the installation of any Product at the Purchaser’s site; “Mandatory Policies” means Wrekin’s business policies and codes as notified to the Purchaser from time to time;
  "Order" means the order placed with Wrekin by the Purchaser;
  "Price" means the purchase price of the Goods notified or quoted to the Purchaser or, if no price has been notified to the Purchaser, the price of the Goods as specified in Wrekin’s price list current at the date when an Order therefor which complies with the requirements of Condition 2.8 is placed by the Purchaser, together with all other sums due from the Purchaser to Wrekin under the Contract;
  “Product” means any product supplied to the Purchaser by or on behalf of Wrekin pursuant to an Order;
  “Purchaser” means the person, firm or company named as the Purchaser in the Contract Documentation;
  "Technical Advice” means any advice from a suitably qualified third-party in respect of any parts schedule, drawing, design, measurement, calculation or installation of any Product supplied by or on behalf of Wrekin. “Technical Documentation” means any specification, parts schedule, instruction, drawing, design, measurement, Technical Advice, calculation, report or similar and any update, amendments, additions and revisions to such;
  "Working Day" means any day which is not a Saturday or Sunday, or bank or public holiday; and
  "Wrekin" means Wrekin Products Limited, registered in England and Wales under company number 2609935, whose registered office is at Unit 1a Europa Way, Britannia Enterprise Park, Lichfield, Staffordshire WS14 9TZ.
2. In these Conditions, unless otherwise stated, references to:
  1. the "parties" are references to the Purchaser and Wrekin;
  2. a third party are references to a person who is not a party to the Contract;
  3. "persons" and "parties" shall include references to individuals, companies, corporations, partnerships and unincorporated associations;
  4. the singular shall include the plural and vice versa;
  5. a "Condition" are references to a condition of these Conditions;
  6. “writing” includes facsimile, e-mail or electronic data exchange (EDI) and the expression “written” shall be construed accordingly; and
  7. a statute, statutory instrument, regulation, order or licence are references to that statute, statutory instrument, regulation, order or licence as substituted, varied or re-enacted from time to time.
3. The headings in these Conditions are for convenience only and shall not affect the construction of these Conditions.
4. The words "include" and "including" shall be construed without limitation.
Applications of Terms and Order
1. The Contract shall be governed by these Conditions and all terms and conditions proffered at any time by the Purchaser are hereby excluded from the Contract.
2. Any quotation issued by Wrekin shall not constitute an offer and shall remain valid, unless it states otherwise, for the period of 30 days from the date of issue. Notwithstanding the foregoing, Wrekin shall be entitled to withdraw a quotation at any time and any quotation shall no longer be valid if a sub-contractor or supplier of Wrekin has changed its charges.
3. The Purchaser shall not be entitled to withdraw an Order once accepted, unless otherwise agreed by Wrekin, and a condition of any such agreement shall be that the Purchaser shall indemnify Wrekin in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, changes and expenses incurred by Wrekin as a result of such cancellation.
4. Each Order shall be deemed to be an offer by the Purchaser to buy Goods subject to these Conditions and no Order shall be deemed to be accepted by Wrekin until Wrekin give notice of acceptance in writing. Wrekin is under no obligation to accept any Order.
5. In the event of inconsistency between any provision of these Conditions and the Order or any other Contract Documentation, these Conditions shall prevail.
6. Each Order shall represent a separate Contract.
7. The Purchaser may place an Order in writing only. Where an Order is placed in writing, the Purchaser shall submit it to such address (or email address) as Wrekin shall specify from time to time for that purpose.
8. The Purchaser shall ensure that each Order:
  1. specifies the Purchaser’s full name (and legal entity) together with, where applicable, any company or business registration number;
  2. specifies the exact Goods being ordered;
  3. specifies the respective quantities of each of the Goods being ordered;
  4. is for a minimum quantity of each of the Goods of not less than any minimum order quantity specified by Wrekin from time to time, unless the Purchaser is paying for carriage of the Goods;
  5. specifies the method of delivery of the Goods (being one of the alternative methods described in Condition 4.1);
  6. specifies the address to which Wrekin’s invoice for the Goods is to be sent; and
  7. specifies a lead time for delivery of not less than that set out in Wrekin’s quote or as otherwise notified by Wrekin to the Purchaser (unless otherwise agreed in writing) from date of submission of the Order.
Supply of Goods
1. Wrekin agrees to sell, deliver and provide to the Purchaser and the Purchaser agrees to purchase and accept delivery of and pay for the Goods on and subject to the terms of the Contract.
2. The Purchaser shall not be entitled, following the acceptance by Wrekin of any Order, to change the quantity or the specification of the Goods, or the Delivery Date, without the prior written consent of Wrekin. If any such change would result in additional cost or expense to Wrekin in providing the Goods or would delay delivery of the Goods, Wrekin shall be entitled, as a condition of giving its consent, to make an equitable adjustment to the Price and/or the Delivery Date, to the extent necessary to reflect the additional costs or delay (as the case may be).
3. If any Goods are to be provided in accordance with any requirements of the Purchaser, the Purchaser shall be required to agree in writing to any bespoke elements of the Goods in accordance with any reasonable timescale given by Wrekin. Wrekin shall not be obliged to commence work until such time as the Purchaser has given its written agreement and shall not be responsible for any delay in performing under the Contract as a result of any delay by the Purchaser in so confirming.
4. In the event that, at any time, there is a shortage of the Goods or Wrekin is unable to meet all demands for products from its customers for whatever reason (including shortages of raw materials) Wrekin shall be entitled to apportion supplies of the Goods in such manner as it shall determine at its discretion, notwithstanding that it may already have accepted an Order from the Purchaser for a higher quantity.
5. Wrekin shall supply in connection with the Goods, on or before delivery of the Goods, such documents and information as shall be specified in the Contract Documentation or which are required by law.
6. Wrekin shall comply with all of its legal obligations in relation to health and safety in relation to the Goods.
7. Wrekin shall ensure that items comprised in the Goods which are hazardous or may otherwise endanger life or health are clearly identifiable from external packaging. Wrekin shall supply with the Goods warning labels appropriate to warn persons coming into contact with the item of the hazards and its effects, together with all necessary instructional material in relation to such hazards and their effects.
8. Where any Technical Documentation is provided by the Purchaser or by any third party on behalf of the Purchaser to Wrekin, it is the Purchaser’s responsibility to ensure the detail, accuracy and fitness for purpose of such Technical Documentation and Wrekin’s comprehension thereof. Wrekin is not responsible for reviewing or verifying the detail, accuracy or fitness for purpose of any Technical Documentation provided by or on behalf of the Purchaser. Wrekin shall not be liable under warranty or otherwise for any liability, including but not limited to defects, failures, damages, losses, costs or expenses, resulting from Wrekin’s use of such Technical Documentation, or Wrekin’s failure to verify or comprehend such Technical Documentation, to the greatest extent permitted by applicable law.
9. Where any Technical Documentation is provided by Wrekin or by any third party on behalf of Wrekin to the Purchaser or any third party working on behalf of the Purchaser, it is the Purchaser’s responsibility to understand and verify the detail, accuracy and fitness for purpose of such Technical Documentation. Wrekin shall not be liable under warranty or otherwise for any liability, including but not limited to defects, failures, damages, losses, costs or expenses, resulting from any failure by the Purchaser to verify the detail, accuracy and fitness for purpose of the Technical Documentation, to the greatest extent permitted by applicable law.
10. The Goods and any related services which are provided by Wrekin or by any third party on behalf of Wrekin do not include any design work or services or the production of any Technical Documentation. The Purchaser shall not be entitled to rely on, and, to the greatest extent permitted by applicable law, Wrekin shall have no liability, including but not limited to defects, failures, damages, losses, costs or expenses, under warranty or otherwise in relation to any reliance on or use by the Purchaser of the Technical Documentation provided by Wrekin or by any third party on behalf of Wrekin.
11. Wrekin may supply Products to the Purchaser which have been sourced by Wrekin from third parties and which may be branded with such third party logos or branding. This does not prejudice the Purchaser’s rights to make a claim in accordance with the provisions of Condition 11.
12. Any Purchaser that buys Geosynthetic Products and any related services which are provided by Wrekin or by any third party on behalf of Wrekin should seek Technical Advice prior to use. Wrekin shall not be liable under warranty or otherwise for any liability, including but not limited to defects, failures, damages, losses, costs or expenses, resulting from any failure by the Purchaser to verify the detail, accuracy and fitness for purpose of the Technical Advice, to the greatest extent permitted by applicable law.
13. Any measurement tools or calculators provided on Wrekin’s website are provided for indicative purposes only and to the greatest extent permitted by applicable law, Wrekin shall have no liability, including but not limited to defects, failures, damages, losses, costs or expenses, under warranty or otherwise in relation to any reliance on or use by the Purchaser of the output of such tools or calculators.
Delivery and Installation
1. Delivery of the Goods shall be effected either by:
  (i) Wrekin delivering the Goods or having them delivered to the Purchaser at the Delivery Address; or
  (ii) the Purchaser collecting the Goods from the Delivery Address after Wrekin has notified the Purchaser that the Goods are available for collection, and the expressions “delivery”, “deliver” or “delivered”, where used in these Conditions, refer to delivery made pursuant to either of those methods.
2. The actual method of delivery shall be specified in the Order. Where the method in Condition 4.1(ii) is specified, Wrekin shall give notification to the Purchaser that the goods are available for collection in writing and shall use reasonable endeavours to do so not less than five Working Days prior to the date on which the Goods are available for collection.
3. The Purchaser shall be responsible (where the method in Condition 4.1(i) above is used) for unloading the Goods from the appropriate vehicle at the Delivery Address.
4. Wrekin shall be responsible (where the method in Condition 4.1(ii) is used) for loading the Goods onto the appropriate vehicle at the Delivery Address. Wrekin shall have no liability for any loss of or damage to the Goods following loading if the Purchaser, its representative, or any third party not under the direction or control of Wrekin makes any change to the manner in which the Goods are loaded, stacked, or distributed by the Purchaser within the relevant vehicle.
5. Wrekin shall use reasonable endeavours to deliver the Goods on the Delivery Date(s). However, the time for the delivery of the Goods shall not be of the essence of the Contract, and the Purchaser acknowledges that Wrekin shall not be liable to it for any losses, costs, damages, expenses or charges directly or indirectly suffered or incurred by the Purchaser as the result of any delay in the delivery of the Goods, neither shall any such delay entitle the Purchaser to terminate or rescind the Contract, save to the extent that the delay is the result of any failure by Wrekin to comply with its obligation in the first sentence of this Condition 4.5 where such failure constitutes a material breach of the Contract for the purposes of Condition 9.1.
6. Wrekin shall be entitled in its sole discretion to deliver the Goods in instalments.
7. If at any time Wrekin has reason to believe that delivery of the Goods may not be made on the Delivery Date, Wrekin shall notify the Purchaser accordingly and, to the extent reasonably practicable, shall provide an estimate of when the Goods will be delivered, without prejudice always to Condition 4.5.
8. If the Purchaser fails to take delivery of any Goods on the date on which they are made available for collection by Wrekin or on which Wrekin attempts to make delivery, Wrekin shall, without limiting any other remedy available to it, be entitled to:
  1. treat the Contract as discharged;
  2. store the Goods until the date of actual delivery at the reasonable cost of the Purchaser, risk in the Goods passing to the Purchaser on the date on which they are made available for collection by Wrekin, the provisions of Condition 7.1 notwithstanding; or
  3. sell the Goods at the best price reasonably obtainable (“the actual selling price”) and charge the Purchaser, as a debt due to Wrekin, for any shortfall where the actual selling price, after deduction of any reasonable storage, transportation or selling expenses incurred by Wrekin is less than the Price.
9. The Purchaser shall notify Wrekin by telephone (followed by confirmation in writing) of any shortfall of Goods delivered within 48 hours of the date on which the Goods are delivered or, in the event of non-delivery, within 48 hours of the anticipated date of delivery. Wrekin shall be entitled but not required to make good any shortage or non-delivery of Goods. Where it does not do so, it shall notify the Purchaser in writing of its decision and the Price shall be adjusted on a pro-rata basis.
Acceptance of the Goods
1. Subject to any other provisions of the Contract, the Purchaser shall be deemed to have accepted the Goods on the date of actual delivery (irrespective of whether delivery is made to the Purchaser or a third party nominated by the Purchaser). No provision of law deeming when acceptance of the Goods is to have taken place shall apply.
2. Until the Purchaser is deemed to have accepted the Goods, if any Goods are found not to be in conformity with the Contract for any reason, the Purchaser shall be entitled to
  1. reject the Goods delivered, treat the Contract as repudiated by Wrekin and terminate the Contract as a whole;
  2. reject the Goods delivered and require Wrekin to deliver replacement Goods conforming with the Contract on or before a further Delivery Date specified by the Purchaser (which date shall comply with Condition 2.8(vii) as if it were a new Order placed on the date that the Purchaser exercises the remedy under this Condition 5.2ii)) and in respect of which these Conditions shall apply in the same manner as to the original Delivery Date); or
  3. where part of the Goods delivered are not in conformity with the Contract, exercise any combination of the above rights. 5.3 Following acceptance by the Purchaser of the Goods, the Purchaser shall not be entitled to exercise any of the rights set out in Condition 5.2.
3. Where any Goods are rejected by the Purchaser under Condition 5.2 the Goods shall be at the risk of Wrekin and Wrekin shall pay the Purchaser’s costs of handling. In addition, the Purchaser shall be entitled to return the Goods to Wrekin and Wrekin shall at the option of the Purchaser either collect the Goods or reimburse or pay to the Purchaser the reasonable cost of returning the Goods to Wrekin. Notwithstanding the foregoing, neither Condition 5.2 nor this Condition 5.4 shall apply to the extent that, following inspection of the Goods by Wrekin after rejection, the Goods are found to conform to the Contract.
Purchaser obligations
1. The Purchaser warrants that:
  1. it will co-operate with Wrekin in all matters relating to the Contract, including with regard to the schedule of works relevant to Installation Services;
  2. it will provide Wrekin, its employees, agents and sub-contractors, in a timely manner and at no charge, access to the Delivery Address as necessary to enable Wrekin to perform its obligations under the Contract;
  3. it will provide, in a timely manner, such information and materials as Wrekin may request and shall ensure that they are accurate in all material respects;
  4. it will carry out all actions specified in the Contract Documentation by the times and dates set out therein;
  5. it shall take all reasonable precautions to ensure the health and safety of Wrekin, its employees, agents and sub-contractors whilst at the Delivery Address and will inform Wrekin of all health and safety rules and regulations and any other reasonable security requirements that apply at any Delivery Address;
  6. it will obtain before the Delivery Date and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Goods; and
  7. where Installation Services are to be provided, the site at which the Installation Services are to be provided shall be prepared and ready for the Products to be installed and the Installation Services shall not be hampered by the presence of third-party contractors or otherwise.
2. If Wrekin’s performance under the Contract is prevented or delayed by any act or omission of the Purchaser, its agents, sub-contractors and/or employees, any third party, or by reason of force majeure (as set out in Condition 14), Wrekin shall not be liable for any costs, expenses, losses or charges sustained or incurred by the Purchaser arising directly or indirectly from such prevention or delay.
3. Notwithstanding Condition 6.2, Wrekin may charge the Purchaser as an additional charge for any additional reasonable costs and expenses incurred by Wrekin caused by the Purchaser’s instructions, failure to provide instructions or failure to comply with Condition 6.1.
4. The Purchaser shall not, without the prior written consent of Wrekin, at any time during the term of the Contract and for a period of six months after the final delivery of Goods, solicit or entice away from Wrekin or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of Wrekin.
5. Any consent given by Wrekin in accordance with Condition 6.4 shall be subject to the Purchaser paying to Wrekin a sum equivalent to 20% of the then current annual remuneration of Wrekin’s employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Purchaser to that employee, consultant or subcontractor.
6. The Purchaser shall comply with:
  1. all applicable laws, statutes, regulations and codes from time to time in force; and
  2. the Mandatory Policies, and Wrekin may terminate the Contract in accordance with clause 9.1(i) in the event of a breach of this clause 6.6 by the Purchaser.
Risk and title
1. Risk of loss or damage to the Goods shall, save where Condition 4.8(ii) applies, pass to the Purchaser on delivery and in accordance with Condition 4.3 or 4.4, as appropriate.
2. Title to the Goods shall pass to the Purchaser once the Purchaser has paid for them in full in cleared funds. However, the Purchaser shall be entitled, in the ordinary course of its business, to sell and give good title to any Goods to which title has not yet passed to it, subject to Condition 7.3.
3. Until the Purchaser has obtained title to the Goods, the Purchaser hereby grants to Wrekin and its representatives an irrevocable licence at any time to enter any premises where the Goods may be stored in order to inspect them (and where the Purchaser does not own or control such premises the Purchaser hereby undertakes to procure such right) and, where the Purchaser’s right to possession of the Products has terminated pursuant to Condition 8.10(ii), to recover them.
Price and Payment
1. The Price is exclusive of:
  1. Value Added Tax which shall be due at the rate ruling on the date of Wrekin's invoice to the Purchaser, provided that such invoice is a VAT invoice;
  2. transportation, delivery, insurance and storage; and
  3. all other duties, taxes and impositions on the Goods or the supply thereof, of whatever kind and howsoever arising, and Wrekin shall be entitled to charge the Purchaser for all such additional costs in addition to the Price.
2. The Price includes the cost of packing, boxing, crating or any other packaging for the Goods.
3. Wrekin reserves the right to increase the Price and impose any additional charges by giving written notice to the Purchaser at any time up to one month prior to delivery in accordance with Condition 4.1, to take account of any increase in the Price and/or additional charges payable by Wrekin, including to any increase in the costs of materials, labour or delivery or to take account of any fluctuations in exchange rates, or alteration of duties as shall be reasonable in the circumstances.
4. Wrekin reserves the right to charge the Purchaser, as an additional charge, for any additional work undertaken over and above that which would have been otherwise required (including any expenses or financial penalties incurred by Wrekin) as a result of any instructions supplied by the Purchaser being incomplete, incorrect, inaccurate, illegible, out of sequence, in the wrong form or provided to Wrekin too late to enable it to meet a deadline.
5. Wrekin shall be entitled to submit its invoice for the Goods to the address specified for such purpose in the Order at any time following despatch of the Goods (or notification to the Purchaser that the Goods are available for collection).
6. The Purchaser shall pay each invoice submitted by Wrekin, in full and without deduction or set-off, on or before the 30th day of the month following the date of the relevant invoice (the said 30th day being “the due date” for the purposes of the remaining provisions of this Condition 8).
7. The Purchaser shall pay for the Goods at Wrekin’s option either by cheque or by electronic transfer to such bank account of Wrekin as is notified by Wrekin to the Purchaser from time to time. Please note that in the event of receiving such a notification the Purchaser must, before effecting any electronic transfer, confirm any change to Wrekin’s bank details by telephoning Wrekin’s switchboard (01543 440440) and asking to speak to a member of the Finance Team.
8. Interest shall be payable on any amount due from the Purchaser to Wrekin under the Contract and remaining unpaid after the due date at the rate of 6% per annum above the base rate of HSBC Bank plc from time to time, from the day after the due date until the date of actual payment, whether before or after any judgment.
9. Wrekin shall be entitled to set off against any sum which it owes to the Purchaser the Price of any Goods or any other sums payable by the Purchaser to Wrekin under the Contract or under the terms of any other dealing between Wrekin and the Purchaser.
10. If the Purchaser fails to pay in full the Price, any other sums due under the Contract or any part thereof by the due date (save in the case of a genuine bona fide dispute as to the amount due, and subject to the payment by the Purchaser of any part of the Price not in dispute), then, without limiting any other remedy of Wrekin under the Contract:
  1. Wrekin shall be at liberty to suspend all further deliveries of the Goods or other goods or products of any kind, whether pursuant to the Contract or otherwise, unless and until payment is made; and
  2. the Purchaser’s right to possession of the Products which are the subject of the invoice in question shall terminate with immediate effect.
11. Without limiting any other right or remedy of Wrekin in respect of unpaid monies, the time for payment of any sum due to Wrekin pursuant to the Contract shall be of the essence of the Contract.
Termination
1. Wrekin may at any time terminate the Contract with immediate effect by giving notice to the Purchaser upon the occurrence of any of the following events:
  1. if the Purchaser commits a material breach of any of its obligations under the Contract and fails, where the breach is capable of remedy, to remedy such breach within 30 days after written notice from Wrekin specifying such breach and requiring it to be remedied;
  2. if the Purchaser enters into any composition or arrangement for the benefit of its creditors;
  3. if the Purchaser, being an individual, becomes bankrupt or has a receiving order or administration order made against him;
  4. if the Purchaser becomes insolvent or appears to be unable to pay a debt or have no reasonable prospect of paying a debt (within the meaning of Section 268 of the Insolvency Act 1986) or being a company, appears unable to pay its debts (within the meaning of Section 123 of that Act);
  5. if the Purchaser is a company or other corporate body, the presentation of a petition or the giving of any notice of a resolution for the winding up of that other party (other than for a members’ voluntary winding up of a solvent company for the purpose of a bona fide reconstruction);
  6. if the Purchaser is a company or other corporate body, the appointment of an administrative receiver or administrator in respect of the whole or any part of that other party’s undertaking or assets; or
  7. if the Purchaser shall suffer any proceedings analogous to any of those described in the foregoing provisions of this Condition 9.1 under any laws outside the UK.
2. Such termination or suspension shall be without prejudice to the rights or remedies of either party under the Contract, whether accrued before or accruing after the effective date of termination.
Effect of Termination
1. The provisions of Conditions 8.6 to 8.9, 11 to 13, 14.2, 15, 16 and 18 shall survive expiry or termination of the Contract.
Warranty
1. Wrekin hereby warrants that the Goods shall, upon delivery:
  1. be of satisfactory quality within the meaning set out in the Sale of Goods Act 1979 (as amended);
  2. comply with all relevant statutes, regulations and other matters having the force of law; and
  3. comply in all material respects with any description previously supplied by Wrekin.
2. Wrekin shall not be liable for a breach of the warranties contained in Condition 11.1 unless:
  1. the Purchaser gives written notice of the defect to Wrekin and if, where Wrekin is responsible for delivery, the defect is as a result of damage in transit gives written notice to Wrekin within 48 hours of receipt specifying the details of the defect and the date of delivery. In the event of a defect which is not apparent on delivery the Purchaser shall inform Wrekin of such defect immediately on discovery of the defect but in any event within three months of delivery; and
  2. Wrekin is given a reasonable opportunity, after receiving the notice, of examining the Goods and the Purchaser complies with any request from Wrekin to return Goods to Wrekin’s place of business at the Purchaser’s cost for examination to take place there.
3. Wrekin shall not be liable for breach of warranty under Condition 11.1 if:
  1. the Purchaser makes any further use of the Goods after giving notice under Condition 11.2;
  2. the defect arises directly or indirectly from any drawing, design or specification provided by the Purchaser;
  3. the defect arises because the Purchaser has failed to follow Wrekin’s or manufacturer’s instructions (whether oral or in writing) as to the storage, installation, commissioning, proper use and maintenance of the Goods or (if there are none) good trade practice; and/or
  4. the Purchaser alters or repairs the Goods without the written consent of Wrekin.
4. Where any valid claim in respect of the Goods is made by the Purchaser Wrekin shall be entitled at its option to:
  1. replace, repair or correct the Goods (or the part in question) found not to conform to the warranty at Wrekin’s cost; or
  2. at Wrekin’s sole discretion, refund to the Purchaser the Price (or a proportionate part of the Price) of the relevant part of the Goods found not to conform to the warranty, and subject to Condition 13 Wrekin shall have no further liability to the Purchaser.
Intellectual Property Rights
1. The Purchaser acknowledges that Wrekin is the owner and licensee of all Intellectual Property Rights in the Goods. Under no circumstances shall any of the Intellectual Property Rights transfer to the Purchaser other than as expressly stated within these Conditions and/or the Contract Documentation.
2. Wrekin grants to the Purchaser a non-exclusive licence (without the right to sub-licence) to use any Intellectual Property Rights in the Goods for the purpose of making reasonable use of the Goods.
3. The Purchaser shall provide to Wrekin such materials and information that Wrekin may request for the purpose of performing its obligations under the Contract and the Purchaser shall grant to Wrekin a non-exclusive licence to use such materials and information for the purpose of performing its obligations under the Contract.
4. The Purchaser shall indemnify and hold Wrekin harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by Wrekin as a result of or in connection with:
  1. any alleged or actual infringement of any third party’s Intellectual Property Rights or other rights arising out of the use of any materials and information provided by the Purchaser; and/or
  2. any claim against Wrekin in respect of any liability, loss, damage, injury, cost or expense sustained by Wrekin, or Wrekin’s employees or agents, or by any third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the use of the Goods as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the Contract by the Purchaser.
Limitation of Liability
1. Subject to Condition 13.2:
  1. Wrekin’s total liability to the Purchaser in connection with any and all claims arising in relation to any Goods shall not exceed the Price of those Goods;
  2. under no circumstances shall Wrekin be liable to the Purchaser for loss of profit, loss of revenue, loss of bargain, loss of business or contract, diminution of goodwill or for any other economic loss (whether direct, indirect or consequential), or for any indirect or consequential loss or damage of any kind; and
  3. save as expressly provided in the Contract all warranties, conditions or other terms implied by statute or common law in relation to the sale of goods are hereby excluded and Wrekin makes no warranty as to the fitness of the Goods for any particular purpose even if that purpose if stated in the Contract Documentation.
2. Nothing in the Contract shall limit or exclude the liability of Wrekin:
  1. for death or personal injury resulting from the negligence (as defined in Section 1 of the Unfair Contract Terms Act 1977) of Wrekin;
  2. for fraud or fraudulent misrepresentation; or
  3. for any matter in respect of which it would be unlawful or illegal to exclude or limit its liability.
Force Majeure
1. Any delay or failure of either party to perform its obligations hereunder shall be excused if and to the extent that it is caused by circumstances which are beyond the reasonable control of the party affected, including (without limitation):
  1. acts of God and extreme weather including flood, drought, earthquake or other natural disaster;
  2. epidemic or pandemic;
  3. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
  4. nuclear, chemical or biological contamination or sonic boom;
  5. any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
  6. collapse of buildings, fire, explosion or accident;
  7. any labour or trade dispute, strikes, industrial action or lockouts [(other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);
  8. non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
  9. interruption or failure of utility service.
    
    provided that written notice of such a delay (including the anticipated duration of such delay) shall be given by the affected party to the other within five Working Days.
2. During the period of such delay or failure to perform by Wrekin the Purchaser at its option may purchase Goods from other sources without liability to Wrekin.
Confidentiality
1. A party (the "Receiving Party") which receives, whether directly or indirectly, any Confidential Information belonging to the other party (the "Disclosing Party") shall:
  1. keep the Confidential Information confidential;
  2. not use disclose or otherwise make available the Confidential Information to any other person other than with the prior written consent of the Disclosing Party or in accordance with Condition 15.2, 15.3 or 15.4; and
  3. not use, disclose or otherwise make available the Confidential Information for any purpose other than the performance of its obligations under the Contract.
2. During the term of the Contract the Receiving Party may use, disclose or otherwise make available the Confidential Information to its employees and approved sub-contractors (the "Recipient") to the extent that it is necessary for the purposes of the Contract.
3. The Receiving Party shall use its reasonable endeavours to ensure that each Recipient is made aware of and complies with all the Receiving Party’s obligations of confidentiality under the Contract as if the Recipient were a party to the Contract.
4. The obligations contained in Conditions 15.1 to 15.3 shall not apply to any Confidential Information which:
  1. is at the date of the Contract in or at any time after the date of the Contract comes into public knowledge other than through breach of the Contract by the Receiving Party or any Recipient;
  2. can be shown by the Receiving Party to the reasonable satisfaction of the Disclosing Party to have been known by the Receiving Party and at its free disposal before disclosure by the Disclosing Party to the Receiving Party;
  3. subsequently comes lawfully into the possession of the Receiving Party from a third party without any obligation of confidentiality being imposed upon the Receiving Party in respect thereof; or
  4. is required by law, governmental or regulatory authority, the Takeover Panel or a recognised stock exchange to be disclosed.
5. No public announcement, communication or circular (other than to the extent required by law or any recognised investment exchange) concerning the Goods referred to in the Contract or the existence of the Contract shall be made or despatched by the Purchaser without the prior written consent of Wrekin, and only then subject to the giving by Wrekin of written approval of the terms and content of any such announcement, communication or circular prior to it being made or despatched by the Purchaser.
General
1. The Contract constitutes the entire agreement between the parties and cancels and supersedes any and all previous agreements (whether oral or written, express or implied) between the parties relating to the subject matter of the Contract. Except for the express written terms of the Contract, the parties acknowledge and agree that in entering into the Contract they have not relied on or been induced by any warranty, statement or representation of the other or any other person relating to the Contract. Nothing in the Contract shall affect any liability of a party for fraudulent misrepresentation.
2. No term of the Contract is intended for the benefit of any third party, and none of these Conditions shall be enforceable by a third party either under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
3. The Purchaser is responsible for obtaining all necessary export licences and complying with all regulations governing the admission of the Goods into the country of destination and for the payment of all customs duties, port duties and charges.
4. Each of these Conditions is to be construed as independent of every other Condition so that the invalidity, illegality or unenforceability of any Condition shall not affect the other Conditions, all of which will remain in full force and effect.
5. No variation of the Contract is effective unless it is made in writing, refers specifically to the Contract and is signed by duly authorised representatives of Wrekin and the Purchaser.
6. No omission or delay on the part of the Purchaser or Wrekin in exercising any right, power or privilege under the Contract shall operate as a waiver by it or of any right to exercise it in future or of any other of its rights under the Contract.
7. Except as expressly provided in the Contract, the rights and remedies contained in the Contract are cumulative and shall be in addition to every other right or remedy provided by law or otherwise.
8. The Contract shall, as to any of its provisions remaining to be performed in whole or in part or capable of having effect following termination or performance, remain in full force and effect despite termination in accordance with Condition 9.
9. Wrekin shall be entitled to assign the whole or any part of its rights or obligations under Contract, or to sub-contract the whole or any part of its obligations under the Contract without the prior written consent of the Purchaser.
10. The Purchaser shall not be entitled to assign the whole or any part of its rights or obligations under Contract, or to sub-contract the whole or any part of its obligations under the Contract without the prior written consent of Wrekin.
11. Any notice required to be sent under the Contract will be properly served if sent in writing:
  1. by hand in which case such notice shall be deemed to be served at the time of delivery where it is delivered on a Working Day, and at 9am on the first Working Day following the day of delivery if it was not delivered on a Working Day;
  2. by first class or recorded delivery post to the address of the party in question given on the Order (or such other address as the parties may notify to each other from time to time) in which case such notice will be deemed to have been served two Working Days after the date of posting;
  3. by fax to the party in question, in which case such notice will be deemed to have been served on the next Working Day after receipt of an uninterrupted transmission confirmation; or
  4. by email to the party in question, in which case such notice will be deemed to have been served immediately on sending, provided that the sender does not receive notification of a delivery failure.
12. The provisions of this Condition 16.11 shall not apply to notices in connection with legal proceedings.
Security
1. Although Wrekin take reasonable precautions to ensure no viruses are present in emails sent by Wrekin, Wrekin does not accept responsibility for any loss or damage sustained as a result of computer virus and the Purchaser must ensure that each email and/or attachments are virus free.
2. The Purchaser must use its’ own virus protection software. Wrekin shall not be responsible for damage that may be caused by computer viruses.
3. When communicating with Wrekin, the Purchaser must be aware that sending emails via the internet is not a completely secure method of communication. Internet communications are capable of data corruption and therefore Wrekin do not accept any responsibility for changes made to any such communications after their despatch. It may therefore be inappropriate to rely on information contained in an e-mail and/or its attachments without checking the details with Wrekin by another method of communication. Wrekin do not accept responsibility for any errors or problems that may arise through the use of internet communications and all risks connected with sending commercially sensitive information relating to the Purchaser or the Purchaser’s business are borne by the Purchaser. If the Purchaser does not agree to accept this risk, the Purchaser must notify Wrekin in writing that email is not an acceptable means of communication.
4. To protect Wrekin’s customers and suppliers from the risk of cybercrime, Wrekin will not advise of a change of bank details by email. If the Purchaser receives notification of a change in bank account details purporting to come from Wrekin, the Purchaser must contact Wrekin immediately and should check details with Wrekin by an independent means of communication in any circumstances where the Purchaser has any doubt regarding the authenticity of an email. Wrekin will not transfer funds to a bank account where the details are provided by email, unless that email is confirmed by the Purchaser in writing by post.
Law and Jurisdiction
The 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 the laws of England and Wales and the parties hereby agree that the courts of England and Wales shall have non-exclusive to settle any such dispute or claim.

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