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Terms and Conditions

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TERMS OF USE

This web site has been designed to allow registered account users to identify and order the Winnard range of products online.  Depending upon the account status we reserve the right to restrict certain information within the site.  All usernames and passwords are created for use by the registered account holder only.  By entering this site you agree not divulge this information to any third party.  Access login and site navigation will be monitored to ensure conformity.  Any infringement of this condition will result in access termination and possible account closer.

COPYRIGHT

The reproduction, copying, downloading, storage, recording, broadcasting, retransmission and distribution of any of the images or digital data shown on this site is not permitted without prior written consent of Thos. Winnard & Sons Ltd. The user does not receive any, and Thos. Winnard & Sons Ltd  retains all, ownership rights.   All images are copyrighted and may not be copied, even if modified or merged with other data or software.   The user shall not alter or remove any copyright notice or proprietary legend contained in or on the information.

 Thos. Winnard & Sons Ltd make all reasonable efforts to ensure that information contained in our site is as accurate as possible. However, the information provided "as is" without warranty of any kind, either expressed or implied, arising by law or otherwise, including but not limited to warranties of effectiveness, completeness, accuracy, or fitness for a particular purpose.  Thos. Winnard & Sons Ltd shall have neither liability nor responsibility to any person or organisation with respect to any loss or damage arising from use of the information on this site.

 Copyright Thos. Winnard & Sons Ltd. 2014

 DISCLAIMER                                                                                                                                                             ;             

All photographs in this website are illustrated to aid product identification.  The product supplied may not be of the same manufacture as that of the corresponding image and therefore may be slightly different in appearance.  Our product is not made exclusively by us or indeed by any other single manufacturer and the fact that an image may appear to be from a certain source does not constitute a guarantee that it will be the product we do supply.  All Original Equipment Manufacturers part numbers and names are used for reference and identification purposes only and in no case does it imply that the parts offered are Original Equipment.     

Thos. Winnard & Sons Ltd Conditions of sale

1. APPLICATION

1.1 Subject to any variation pursuant to Condition 1.2, any Contract made with the Supplier for the sale of Products or the supply of Services by the Supplier is subject to these Conditions to the exclusion of all other terms of business, including any which the Customer purports to apply under any purchase order, confirmation of order or similar document.

1.2 Any variation to these conditions and any representations about the Products shall have no effect unless expressly agreed in writing and signed by a director or other proper officer of the Supplier.

1.3 Each order or acceptance of a quotation for products or services will be deemed to be an offer by the Customer to purchase products or services upon these Conditions. The Contract is formed when the order is accepted by the Supplier, by way of a written acknowledgment of order. No Contract will come into existence until a written acknowledgment of order is issued by the Supplier.

1.4 Any quotation is valid for a period of 30 days only from its date, provided that the Supplier has not previously withdrawn it.

1.5 The Customer must ensure that the terms of its order and any applicable specification are complete and accurate.

2. THE PRODUCTS

2.1 All samples, drawings, descriptions, specifications and advertising issued by the Supplier or manufacturer of the Products sold by the Supplier, and any descriptions and illustrations contained in the Supplier's catalogues or other promotional materials are issued for the sale purpose of giving an approximate idea of the Products represented or described in them. They will not form part of the Contract nor be regarded as a warranty or representation relating to the Products and/or the Services and this is not a sale by sample.

2.2 Product testing and certification shall be as detailed in Supplier's acknowledgement of order or quotation. If the Customer requires further or independent tests to be carried out these shall be chargeable to the Customer unless otherwise agreed in writing by the Supplier.

2 3 Where the Products are manufactured and/or the Services are performed in accordance with information or drawings supplied by the Customer or to the Customer's design or specification or where standard Products and/or Services of the Supplier are altered in accordance with the Customer’s instructions:

2.3.1 (without prejudice to any other of the Contract/terms) no guarantee or warranty is given by the Supplier as to the practicality, efficiency or otherwise of the Products and/or the work.

2.3.2 the Customer will indemnify and keep the Supplier indemnified against all liability incurred by the Supplier as a result of:

2.3.2.1 such Products and/or works infringing any intellectual properly right including without prejudice to the generality of the foregoing patents, registered designs, design rights and copyright or the provision of any statute, statutory instrument or regulation.

2.3.2.2 any impracticability, inefficiency or lack of safety or other defect in the Products and/or works where such defect is due (whether in whole or in part) to faults or omissions in such information, drawing, design, specification or instructions.

2.3.2.3 unless the Supplier agrees otherwise in writing, all works (inducing design drawings) and any idea, invention or improvement made by or on behalf of the Supplier pursuant to the Customer's commission and all intellectual property rights therein (including any design right in a design created by the Supplier in pursuance of the commission) shall belong to the Supplier.

2.4 No variation in the specification or design of any Products and/or works which in the reasonable opinion of the supplier does not affect the suitability of the Products and/or works for the purpose for which hey are supplied by the Supplier will constitute a breach of contract or impose upon the Supplier any liability whatsoever.

2.5 The Supplier will be under no liability whatsoever to the Customer in respect of any loss, damage or claim incurred by or made against the Customer should any Products and/or works infringe any intellectual property right including without prejudice to he generality of the foregoing patents, registered designs, design right and copyright or the provision of any statue, statutory instrument or regulation.

2.6 Unless otherwise agreed in writing all patterns, drawing, tools or other similar Items produced or other property (whether intellectual properly or not) owned or created by the Supplier will remain the property of the Supplier and must not be used or copied by the Customer.

2.7 Where it is agreed that ownership in any data, patterns, drawing, tools or other similar items is to pass to the Customer properly shall only pass when such items have been paid for by the Customer in fulI. The provisions of Conditions 7.3 and 7.4 - 7.10 shall apply in respect of the materials listed in this Condition 2.7 which are in the Customer's possession and in which property has not yet passed to the Customer under this Condition 2.7 and any references in those provisions to 'Products" include references to such materials.

3. PRICE

3.1 The price payable by the Customer for the Products or Services will be the price confirmed in our order acknowledgement / order confirmation and official invoice.  All prices provided in the Supplier's catalogue, web site and Price Files are for guidance only.

3.2 The price is (unless otherwise stated in the relevant quotation) not inclusive:

3.2.1 of delivery. If the Customer specifies any other mode of transport (e.g.Air / Sea or Road Freight, parcel past, etc.) the cost of such transport shall be borne by the Customer;

3.3 The price is (unless otherwise stated in the relevant quotation) exclusive of:

3.3.1 Value Added Tax and any other applicable sales tax or duly which will be added to the price;

3.4 There will be no reduction in price for Products collected from the Supplier's premises by the Customer

4. PAYMENT

4.1 Customers who do not have a credit account either have to pay Proforma or cash on collection / delivery.

4.2 A Credit account may be opened subject to the Customer providing the necessary trade and Bankers references subject to the Supplier's satisfaction. All credit account invoices will be submitted monthly, payment is due on as per the pre agreed credit terms as specified in the customer’s credit application for or by the 20th of the month following the month of invoice. The Supplier may in its absolute discretion set and alter the Customer's credit limit or withdraw credit terms at any time. The Supplier may decide not to deliver Products or Services ordered if the price of those Products or Services increases the amount owed by the Customer to the Supplier beyond the Customer's credit limit.

4.3 Not used.

4.4 Where service exchange units are purchased, the Customer will be invoiced with a sum referred to as an "old unit surcharge in respect of the old unit. If the old unit is returned within 7 days a credit will be issued by the Supplier in respect of the "old unit surcharge".

4.5 The time for payment of all sums due under the Contract will be of the essence.

4.6 Upon termination of the Contract all sums payable to the Supplier under the Contract will become due immediately.

4.7 All payments to be made by the Customer under the Contract will be made in full without any set off, restriction or condition and without any deduction or withholding for or on account of any counterclaim or any present or future taxes, levies, duties, charges, fees, deductions or withholdings of any nature unless the mount thereof has been approved by the Supplier in writing or the Customer is required by law to make any such deduction or withholding.

4.8 The Supplier may appropriate any payment made by he Customer to the Supplier to such of the invoices for the Products or Services as the Supplier thinks fit, despite any purported appropriation by the Customer.

4.9 If any sum payable under the Contract is not paid when due then, without prejudice to the Supplier's other rights under the Contract, that sum will bear interest from the due date until payment is made in full, both before and after any judgment, at the higher of 5% per annum above the highest Bank of Scotland base lending rate prevailing from time to time, or at the maximum statutory rate allowable under he current legislation on the date at which the account became overdue and the Supplier will be entitled to suspend deliveries of the Products or performance of the Services until the outstanding amount has been received by the Supplier from the Customer.

 5. INSTALMENTS

5.1 The Supplier may deliver the Products by separate installments or perform any Services in stages. Each separate installment or stage will be invoiced and paid for in accordance with the provisions of the Contract.

5.2 Each installment or stage will be a separate Contract and no cancellation or termination of any one Contract relating to an installment or stage will entitle the Customer to repudiate or cancel any other Contract, installment or stage.

6. DELIVERY

6.1 Unless otherwise agreed delivery of the Products will be at the Customer's address. Delivery of Products will be accepted at any time of day.

6.2 The Supplier will use reasonable endeavors to deliver or perform each of the orders within the time agreed when the order is placed and, if no time is agreed, then within a reasonable time, but the time of delivery or performance will not be of the essence. If the Supplier is for any reason unable to fulfill any delivery or performance on the specified date, the Supplier will not be deemed to be in breach of this Contract nor will the Supplier have any liability to the Customer for direct, indirect or consequential loss (all of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused (inducing as a result of negligence) by any delay or failure in delivery except as set out in this condition. Any delay in delivery All not entitle the Customer to cancel the order unless and until such delay exceeds 60 (sixty) days and the Customer has given 7 days' written notice to the Supplier requiring the delivery to be made and the Supplier has not fulfilled the delivery within that period. If the Customer cancels the order in accordance with Condition 6.2 then:

6.2.1  the Supplier will refund to the Customer any sums which the Customer has paid to the Supplier in respect of that order or part of the order which has been cancelled;

and

6.2.2  the Customer will be under no liability to make any further payments under Condition 4.1 in respect of the order or part of the order which has been cancelled.

6.3 If the Customer fails to take or accept delivery or performance of any of the Products or Servlces when they are ready for delivery or performance or to provide any instructions, documents, licenses or authorisations required to enable the Products to be delivered or Services to be performed on time (except solely on account of the Supplier's default), the Products or Services will be deemed to have been delivered or performed on the due date and (without prejudice to its other rights)the Supplier

may:

6.3.1 store or arrange for storage of he Products until actual delivery or sale in accordance with Condition 6.3.2 and charge the customer for all related costs and expenses (including, without limitation, storage and insurance); and/or

6.3.2 sell any of the Products at the best price reasonably obtainable in he circumstances and charge the Customer for any shortfall below the price under he Contract or account to the Customer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.

6.4 The Customer may return any Products that are unwanted by the Customer provided these Products are returned in accordance with the Supplier's current returns Policy.

7. RISKAND TITLE

7.1 Risk of damage to or loss of the Products will pass to the Customer when the Products or a consignment or other part thereof are placed at the disposal of the Customer at the premises of the Supplier whether or not the Supplier delivers the Products.

7.2 Legal and beneficial ownership of the Products will not pass to the Customer until the Supplier has received in full all sums due to it in respect of the Products and all other sums which at the date of the Contract are due or owing from the Customer on any account.

7.3 Until ownership of the Products has passed to the Customer he Customer will:

7.3.1 hold the Products in a fiduciary capacity on trust for the Supplier;

7.3.2 store the Products (at no cost to the Supplier) separately from all other Products of the customer of any third party In such a way that they remain readily identifiable as the Supplier's property;

7.3.3 not destroy, deface, obscure or obliterate any identifying mark on the Products or their packaging; and

7.3.4 maintain the Products in satisfactory condition insured on the Supplier's behalf for their full price against all risks to the reasonable satisfaction of the Suppler and will whenever requested by the Suppler produce a copy of the policy of insurance.

7.4 The Customer may use and resell the Products in the ordinary course of its business before ownership has passed to it, provided that the Customer shall be permitted to make sales solely on the following conditions:

7.4.1 the Customer notifies the Supplier of its intention to do so;

7.4.2 any sale shall be effected at full market value;

7.4.3 any sale shall be a sale of the Customer's property on the Customer's own behalf and the Customer shall deal as principal when making such a sale;

7.4.4 the Customer shall hold such part of the proceeds of sale as represents the amount owed by the Customer to the Supplier in trust for the Supplier and shall account to the Supplier accordingly and

7.4.5 the Customer shall include a retention of title clause in the form of this Condition 7 in its sale contract with its customer.

7.5 The Customer's right to possession of the Products will terminate immediately if the Customer is in material breach of any of the terms of the Contract, the Customer fails to pay any sums due to the Suppler on or before the due date, any of the circumstances set out in Condition 11.1.2 – 11.1.4 occur or if the Contract terminates for any reason.

7.6 The Supplier will be entitled to recover payment for the Products notwithstanding that ownership of any of the Products has not passed from the Supplier.

7.7 Where the Supplier is unable to determine whether any items are the Products in respect of which the Customers right to possession has terminated, the Customer shall be deemed to have sold all items of the kind sold by the Supplier to the Customer in the order in which they were invoiced to the Customer.

7.8 The Customer grants the Supplier, its agents and employees an irrevocable license at any time to enter any premises where the Products are or may be stored in order to inspect them, or at any time after payment for the Products has become due or where the Customers right to possession has terminated to recover them.

7.9 The Supplier's right contained in this Condition 7 shall survive expiry or termination of this Contract howsoever arising.

7.10 Nothing in the Contract will constitute the Customer the agent of the Supplier in respect of any resale of the Products by the Customer:

8. DAMAGE, SHORTAGE OR LOSS IN TRANSIT

8.1 In respect of Products other than Products sold for export from the United Kingdom, the Supplier will not consider any claim for any damage, shortage or loss in transit unless the Customer has given written notice to the Supplier and any carrier employed by the Supplier and (if applicable) the carrier's conditions of carriage and claims notification procedure have been complied with by the Customer within the following periods:

8.1.1 in the case of partial damage or shortage or loss in the consignment in question to the Supplier within 5 (five) business Days and to any other than the Supplier within 3 (three) Business Days from the date of receipt of the Products in question.

8.1.2 in the case of total loss of the Products in question to both Supplier and to any such carrier, within 5 (five) Business Days of the despatch of the Products in question.

9. EXPORT

9.1 Where the Products are supplied for export from the United Kingdom, the provisions of this Condition 9 shall (subject to any special terms agreed in writing between the Supplier and Customer) apply not withstanding any other provisions of these Conditions.

9.2 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Products into the country of destination and for the payment of any duties on them.

9.3 Unless agreed in writing between the Supplier and the Customer the Products shall be supplied on an ex-works basis and the

Supplier shall be under no obligation to give notice under Section 32(3) of the Sale of Goods Act 1979 as amended.

9.4 The Customer shall be responsible for arranging for testing and inspection of the Products at the Supplier's premises before shipment. The Supplier shall have no liability for any claim in respect of any defect in the Products which would be apparent on inspection where such inspection is made after shipment, or for any loss or damage to the Products after they have been delivered in accordance with Condition 9.3 although the Supplier will arrange insurance in transit (at the Customer's cost) if reasonably instructed to so do by the Customer in writing. 

10. LIABILITY

10.1 The Supplier will, free of charge within a period of 12 (twelve) months from the date of dispatch of the Products or 24,000 miles(38,000km) in Services, which are proved to the reasonable satisfaction of the Supplier to be defective due to defects in material or workmanship repair or at its option, replace or credit the invoice value of such products or re-perform or at its option credit the invoice value of such Services. These obligations will not apply where:

10.1.1 The Products {or Customer's items in connection with which Services have been carried out) have been altered or subjected to misuse or unauthorised repair or modification or improperly installed or connected (unless carried out by the Supplier)

10.1.2 any maintenance requirements relating to the Products have not been compiled with;

10.1.3 the Customer has failed to notify the Supplier in writing of any defect or suspected defect within 14 (fourteen) days of the same coming to the knowledge of the Customer;

10.1.4 the Customer is in material breach of this Contract or

10.1.5 any instructions as to storage of the Products have not been complied with in all respects.

10.2 Any Products replaced will belong to the Supplier. Any repaired or replaced Products or Services reperformed or remedied will have the benefit of the terms set out in Condition 10.1 for the unexpired portion of the 12 (twelve) month period fom the original date of delivery or performance.

I0.3 Where the Supplier has custody of items of the Customer for the purpose of carrying out Servces, the Supplier shall reimburse the Customer the reasonable cost of repairing or at the Supplier's option, replacing any such item which is damaged or lost whilst in the Supplier's custody due to the supplier's negligence. Any claim must be made in writing to the Supplier within 7 (seven) days of the item being retuned by the Supplier to the Customer (in the case  of a damaged claim)orwithin 7 (seven) days of receiving notice of the loss (in he case of a loss claim). All costs must be agreed beforehand by the Supplier.

10.4 In the event of any breach of the Supplier's express obligation under Conditions 6.2, 10.1 and 10.2 above the remedies of the Customer will be limited to damages.

10.5 The Supplier does not exclude its liability (if any) to the Customer:

10 5.1 for breach of the Supplier's obligations arising under Section 12 Sale of Goods Act 1979 or Section 2 Sale and Supply of Goods and Services Act 1982;

10.5.2 for personal injury or death resulting from the Supplier's negligence;

10 5.3 under Section 2(3) Consumer Protection Act 1987;

10.5 4 for any matter which it would be illegal for the Supplier to exclude or to attempt to exclude its liability; or

10.5.5 for fraud or fraudulent misrepresentation.

10.6 Except as provided in Conditions 6.2 and 10.1 to 10.5 of this Contact, the Supplier will be under no liability to the Customer whatsoever for any:

10.6.1 loss of profit (direct or indirect),

10.6.2 loss of revenue, loss of production or loss of business (in each case whether direct or indirect)

10.6.3 loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct or indirect);

10.6.4 loss of data (whether direct or indirect);

10.6.5 loss of anticipated saving or loss of margin (in each case whether direct or indirect).

10.6.6 liability of you to any third parties (whether director indrect); or

10.6.7 indirect, special or consequential loss.

arising out of or in connection with this Contract, whether in contract, tort, misrepresentation, under statute or otherwise, howsoever caused including (without limitation) by negligence and/or arising from a breach of, or failure to perform or defect or delay in performance of, any of the Supplier's obligations under this Contract..

10.7 Except as set out in Conditions 6.2, 1O.1 to10.5, the Supplier hereby excludes to the fullest extent permissible in law, all conditions, warranties and stipulations express (other than those set out in the Contract} or implied, statutory, customary or otherwise, which for such exclusion, would or might subsist in favour of the Customer save that no provisions oft his Contract will adversely affect the rights of my consumer.

10.8 Each of the Supplier's employees, agents or sub-contractors may rely upon and enforce the exclusions and restrictions of liability in Conditions 6.2 and 10.4 to 10.7 in that person's own name and for that person's benefit, as if the words "its employees, agents and subcontractors" followed the word Supplier wherever it appears in those conditions.

10.9 The Customer agrees to indemnify, keep indemnified and hold harmless the Supplier from and against al reasonable costs (inducing the costs of enforcement), expenses, liabilities, injuries, direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damage, claims, demands, proceedings and legal costs (on a full indemnity basis) and judgments which the Supplier incurs or suffers as a consequence of a direct or indirect breach or negligent performance by the Customer of the terms of the Contract.

11. TERMINATION

11.1 The Supplier may by notice in writing served on the Customer terminate the Contract forthwith if the Customer:

11.1. 1 is in material breach of any of the terms of the Contract and, where the breach is capable of remedy, the Customer fails to remedy such breach within 7 days service of a written notice from the Supplier, specifying the breach and requiring it to be remedied. For the avoidance of doubt a material breach includes but is not limited to failure to pay any sums or to take delivery of any Products or Services in accordance with the Contract;

11.1.2 becomes Insolvent, has a receiver appointed under the Mental Heath  Act 1987 or dies;

11.1.3 has any distraint, execution or other process levied or enforced on any of its property; or

11.1.4 is subject of anything analogous to the foregoing under the laws of any applicable jurisdiction.

11.2 Termination of the Contract howsoever arising is without prejudice to the rights , duties and liabilities of either the Supplier or the Customer accrued prior to termination.

11.3 The Supplier will be entitled to suspend any deliveries otherwise due to occur following service of a notice specifying a breach under Condition 11.1, until either the breach is remedied or the Contract terminates whichever occurs first.

12. FORCE MAIEURE

12.1 The Supplier will not be in breach of the Contract or otherwise liable to the Customer in respect of any failure to perform or delay in performing any of its contractual obligations to the Customer attributable to any cause preventing the Supplier from performing any or all such obligations which arise from or are attributable to acts, events, omissions or accidents due to Force Majeure provided that the Supplier has and continues to comply with its obligations set out in Condition 12.2.

12.2 If the Supplier's performance of its obligations under the Contract is affected by Force Majeure:

12.2.1 it will give written notice to the Customer, specifying the nature and extent of the Force Majeure, as soon as reasonably practicable after becoming aware of the Force Majeure and will at all times use all reasonable endeavors to bring the effect of the Force Majeure event to an end and, whilst the Force Majeure is continuing mitigating its severity , without being obliged to incur any expenditure;

12.2.2 subject to the provisions of Condition 12.3, the date for performance of such obligation will be deemed suspended only for a period equal to the delay caused by such event; and

12.2.3 the Customer shall not be in beach of the Contract or otherwise liable to he Supplier for any failure to perform or delay in performing its obligations under the Contract to the extent that this is due to the Force Majeure event affecting the Supplier; and

12.2.4 the Customer shall continue to pay the price for any Goads and Services which the Supplier continues to supply notwithstanding the occurrence of the Force Majeure, save the Supplier will not be entitled to payment from the Customer in respect of extra costs and expenses incurred by virtue of the Force Majeure.

12.3 If the Force Majeure in question continues for more than 60 (sixty) days, either party may give written notice to the other to terminate the Contract The notice to terminate must specify the termination date, which must not be less than 15 (fifteen} days affer the date on which the notice is given, and once such notice has been validly given, the Contract will terminate on that termination date.

13. LIEN

The Supplier will (without prejudice to any other remedy available to i) have in respect of all unpaid debts due from the Customer a general lien on all property of the Customer in the possession or control of the Supplier for whatever purpose and whether worked upon or not and be entitled on the expiration of not less than 14 days notice in writing to the Customers to dispose and to apply the proceeds towards the satisfaction of such debts.

14. EXHIBITIONS

The Customer may exhibit any of the Suppliers products at any public exhibition or trade display, subject to the Supplier’s prior written approval.

15. GOVERNING LAW AND JURISDICTION

15.1 The Contract and non-contractual obligations arising out of or in connection with it will be governed by English law.  Each party agrees that the courts of England have exclusive jurisdiction to determine any dispute arising out of or in connection with the Contract (including In relation to any non-contractual obligations) save that any party may seek specific performance, interim or final injunctive relief of similar nature or effect in any court of competent jurisdiction.

16. SET OFF

If the Customer shall become bankrupt or insolvent or compound with creditors, or in the event of a resolution being passed or proceedings being commenced for the liquidation of the Customer, or if an administrative receiver or manager is appointed of all or any part or its assists or undertakings, the Supplier shall be entitled to cancel the Contract in whole or in part, and also that the Supplier shall reserve the right to offset any monies owed to the Customer against any outstanding debt existing from the Customer to the Supplier.

17. GROUP CREDIT ACCOUNTS

If the Customer shall be overdrawn or overdue from the stated terms of payment on any of its accounts with the Supplier then:

17.1 The Supplier may:

17.1.1 charge interest on the terms of Condition 4.9 on the overdue sum; and

17.1.2 charge interest on sums outstanding under an account hitherto described as “interest free”

17.2 All monies and liabilities under all the Customers accounts with the Supplier shall immediately become due and owing and the Supplier shall be entitled to immediately close all accounts or any account of the Customer.

17.3 The Supplier may appropriate any payment made by the Customer and apply in total or partial satisfaction of any debt due from the Customer to the Supplier.

17.4 Where the amount paid by the Customer is less than the amount due to the Supplier under an invoice to which it is appropriated, the Supplier may appropriate the payment to any individual monthly invoices.

18. NOTICES

18.1 Subject to Condition 18.4 any notice or other communication given under or in connection with the Contract shall be in writing and :

18.1.1 delivered by hand;

18.1.2 sent by pre-paid first class post or recorded delivery;

18.1.3 sent by facsimile to that party’s facsimile number; or

18.1.4 sent by e-mail (with a copy sent by pre-paid first class post or recorded delivery within 24 hours after sending the e-mail).

18.2 to the Supplier at the facsimile number, postal or e-mail address and marked for the attention of the individual detailed below or to the Customer at the facsimile number, postal or e-mail address detailed in any purchase order or other document received by the Supplier from the Customer (or such other facsimile number, postal or e-mail address or, in the case of the Supplier, individual, as may be notified by the relevant party to the other party from time to time in accordance with the Condition 18):

Thos. Winnard & Sons Ltd

Mangham Road

Barbot Hall Industrial Estate

Rotherham

South Yorkshire

S62 6EF

E-mail address: sales@winnard.co.uk

Facsimile number: +44 (0)1709 712001

For the attention of Head of Sales

18.3 Any notice or communication given in accordance with Condition 18.1 shall be deemed to have been served:

18.3.1 if delivered by hand, at the time of delivery;

18.3.2 if sent by pre-paid first class post or recorded delivery at 9.00 am on the a Business Day it shall be deemed to be served at 9.00am on that Business Day and if it is deemed to be served on a day which is not a Business Day or after 5.00pm on a Business Day it shall deemed to be served at 9.00am on the immediately following Business Day.

18.4 To prove service of a notice or communication it shall be sufficient to prove that the provisions of Condition 18.1 were complied with.

18.5 This Condition 18 shall not apply to the service of any proceedings or other documents in a legal action to which the Civil Procedure Rules apply.

19 GENERAL

19.1 If any item of the Contract is found by any court body or authority of competent jurisdiction to be illegal, unlawful void or unenforceable, such term shall be deemed to be severed from the Contract and this shall not affect the remainder of the Contract which shall continue in full force and effect.

19.2 Nothing contained in these Conditions and no action taken by the parties pursuant to a Contract shall be deemed to constitute a relationship between the parties or partnership, joint venture, principal and agent or employer and employee.  Neither party shall have, nor represent that it has, any authority to make any commitments on the other party’s behalf.

19.3 Except as expressly provided for under the Contract, the parties to this Contract do not intend that any of its items will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any persons not a party to it.

19.4 The Customer shall not assign the benefit or delegate the burden of the Contract without written consent from the Supplier.

19.5 Any failure or delay by the Supplier in exercising any of its right, powers or remedies under the Contract will not in any circumstances impair such right, power or remedy nor operate or a waiver of it.

19.6 In these Conditions the following words shall have the following meaning:

Definition

“Associated Companies”

in relation to the Supplier, any subsidiary of the Supplier or any holding company of the Supplier or any other subsidiary or such holding company and the term “subsidiary” and “holding company” shall have the same meanings attributed thereto in section 736 of the Companies Act 1985 as amended.

“Business Day”

a day that is not a Saturday, Sunday or public or bank holiday in England and/or Wales

“Conditions”

the terms and conditions of the Supplier herein contained relating to the sales of Products and /or the supply of Services.

“the Contract”

any contract made between the Customer and the Supplier for the sale of Products and/or Services by the Supplier.

“the Customer”

the person(s), firm or company whose order for the Products and/or the Services is accepted by the Supplier.

“Force Majeure”

any cause preventing the Supplier from performing an or all of its obligations which arises from or is attributed to acts, events, omissions or accidents beyond the reasonable contemplation and control of the Supplier including, without limitation, strikes, lockouts or other industrial disputes, protest, act of God, war, or national emergency, an act of terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, fie, explosion, flood, storm, epidemic.

“Insolvent”

the Customer is insolvent where:

(a)  if the Customer is a company, LLP or partnership, the Customer:

(i)   has a receiver, administrator or provisional liquidator appointed;

(ii)  is subject to a notice of intention to appoint an administrator;

(iii) passes a resolution for its winding-up (save for the purposes of a solvent restructuring previously approved in writing by the terminating party);

(iv) has a winding up order made by a court in respect of it;

(v)  enters into any composition or arrangement with creditors (other than relating to a solvent restructuring previously approved in writing by the terminating party);

(vi)  ceases to carry on business or in the reasonable opinion of the Supplier is likely to cease to carry on business within one month;or

(vii) has any steps or actions taken in connection with any of these procedure, or

(viii) is the subject of anything analogous to the foregoing under the laws of any applicable jurisdiction.

Or

(b)  if the Customer is an individual, the Customer:

(i)   has a receiver appointed;

(ii)  has a bankruptcy order made by a court in respect of him;

(iii)  has a bankruptcy petition presented in respect of him;

(iv)  enters into any composition or arrangement with creditors;

(v)   ceased to carry on business or in the reasonable opinion of the Supplier is likely to cease to carry on business within one month;or

(vi)  has any steps or actions taken in connection with any of these procedures; or

(vii) is the subject of anything analogous to the foregoing under the laws of any applicable jurisdiction.

“Products”

any goods which the Supplier supplies to the Customer (including any of them or any part of them) under Contract.

“Supplier”

Thos. Winnard & Sons Ltd

“Services”

any services which the Supplier provides to the Customer (including of them or any part of them) under Contract