Terms and Conditions

 

1.GENERAL

The following Trelleborg companies comprise of TWS UK (Interfit Limited, Trelleborg Industrial Tyres UK Ltd &

Trelleborg Wheel Systems UK Ltd (the Company or Companies) concludes contracts for the supply of goods (which expression

shall mean plant, machinery, goods or services) only subject to these Conditions and a person seeking to be supplied with

goods by the Company (the Buyer) accepts that these Conditions will govern relations between himself and the company or

companies to the exclusion of any other terms, conditions, warranties and representations, written or oral, expressed or

implied, even if contained in any of the Buyer’s documents which purports to provide that the Buyer’s own terms or writing and

signed by a Director of the Company or Companies.

 

2.LIMITATIONS ON SELLING AGENTS

Selling agents of the Companies have no actual or approved authority to enter into any

contract or agreement on behalf of, or in the same name of the Companies or binding on the Companies. Any order placed with

the Companies through a selling agent shall not be a contract binding on the Companies unless and until it is accepted in writing

by the Companies. Selling agents of the companies have no express or apparent authority to negotiate or settle or compromise

any dispute or action, or to release, or grant any concession to any debtor of the Companies.

 

3.ACCEPTANCE

Any acceptance of the Companies quotations must be made in writing. No contract between the Companies

and the Buyer shall arise unless and until the Companies acknowledgement in writing of the Buyer’s acceptance of the

Companies quotation has been sent to the Buyer or delivery of the good. The Companies quotations are given without

commitment and may be withdrawn or altered at any time up to the issue of the Companies acknowledgement in writing of the

Buyer’s acceptance, unless previously withdrawn. The Companies quotation is open to acceptance within the period stated

therein or when no period is stated within 30 days after its date.

 

4.TERMS OF PAYMENT

The terms of payment shall be set out in the Companies quotation or sales order and shall not be varied

unless and agreed in writing by the Companies. The dates of any payments specified in the quotation shall remain the dates for

payment(s). Overdue payments will be liable to an increase from the due date until payment in full has been made (both before

and after judgement) at a rate of 2% interest per annum above the BASE RATE of Barclays Bank Plc prevailing from time to time.

The Companies shall (without prejudice to any other right or remedy) also be entitled when the Buyer fails to make payment on

the due date and to cancel any contract with the Buyer and stop any goods in transit or suspend deliveries and make a storage

charge for any undelivered goods.

 

5. PRICE VARIATION

The prices quoted in the Companies quotation or sales order are related to the cost to the Companies of

labour, materials, carriage and the levels of any applicable taxes, customs and any other duties. All prices are ex the Companies

factory less packaging and exclusive of any applicable value added or other sales taxes which the Buyer shall be liable to pay.

The Companies reserves the right in all instances to charge the prices prevailing at the time of delivery. If prior to the delivery of

goods to the Buyer, the price of the goods is increased though any applicable taxes , customs or other duty, levied or paid by

the Companies the Companies reserve the right to raise the price to the Buyer without notice by the amount of the additional

cost incurred by the Companies. In the event that after the issue of the Companies acknowledgment of the Buyer’s acceptance

the contract prices are increased due to the increase of material and/or labour costs, or if there’s a rise the prices caused by

devaluation or revaluation of any currency, the Buyer may cancel any undelivered portion of the order, excepting any work or

materials in the course of production at the time of cancellation. In the event that the Buyer exercises is right to cancel, any

materials or equipment bought especially for the execution of the order shall be invoiced to the Buyer at the original contract

price.

 

6.DELIVERY

Unless otherwise provided in the quotation, delivery of goods shall be completed at the Companies factory

premises. The Companies also reserve the right at its sole discretion to make partial delivery of the goods and each part shall

be deemed to be so delivered and shall for the purpose of payment or otherwise be deemed to be a separate contract.

 

7.DELIVERY PREVENTION OR HINDERED

The Companies shall use its reasonable endeavors to ensure that delivery dates are

kept but time shall not be of the essence to this contract. However, should the Companies be in any way prevented or hindered

by a cause beyond its reasonable control (including, but not limited to strikes, lockouts or other industrial action, import or

export embargoes, BREXIT port clearance delays, governmental intervention, alteration of English or foreign exchange rates

and carriage delays) from meeting those delivery dates, the Companies shall not be bound to make delivery of any goods which

it may be contracted to manufacture, sell and/or supply and the Companies shall not be liable in any manner whatsoever for

loss or damage suffered by the Buyer as a result of any such failure or delay in delivery when so prevented or hindered.

8.RISK

All risk from loss or damage of any kind whatsoever caused to the goods shall pass to the Buyer:

 

  • In the case of goods to be collected by the Buyer upon such collection or upon the expiry of 7 days from the

Companies written notice that such goods are ready for delivery whichever is the earlier and the Companies shall

urther be entitled to recover a reasonable charge for storage of the goods after the expiry of such period.

  • In the case of goods to be despatched or delivered to the Buyer on delivery of such goods or if such delivery is not

accepted risk passes when delivery is tended by the Companies provided that any claim that the goods or any of them

have been lost or damaged in transit must be made to the Companies within 2 days of the delivery to the Buyer,

otherwise the goods will be deemed to have been duly delivered to the Buyer in accordance with the contract and

any claim by the Buyer will be absolutely barred.

  • All goods returned should be sent carriage paid to the factory of issue. In respect of goods delivery of which is refused

the Companies may (without prejudice to other rights) sell the goods for the best possible price and charge the Buyer

for such storage and any additional transport or other costs.

  • Trelleborg reserves the right to refuse return of products supplied which are ordered in error by customer / agent. If

accepted a 20% restocking fee can be applied to cover logistics and handling.

 

9. TITLE AND OWNERSHIP

Title of goods supplied to the Buyer shall remain in the Companies until received payment of the full

purchase price and any other sum due in respect of goods sold by the Companies to the Buyer under any contract. Until such

time as title in the goods passes to the Buyer, the Buyer shall hold the goods as the Companies fiduciary agent and bailee and

shall keep the goods in merchantable condition separate from those of the Buyer and insured for an amount no less than the

price payable to the Companies, and the Buyer hereby assigns to the Companies the right to receive any proceeds of such

insurance as long as the purchase price or other sum for any goods remains unpaid. The Buyer may resell the goods and any

proceeds of sale are hereby assigned to the Companies and the Buyer shall account accordingly during the period that the

purchase price or other sum for any goods is outstanding. If the Buyer defaults in paying any sum due to the Companies then

they may repossess the goods and for the purpose of enforcing the Companies rights the Buyer grants to the Companies and its

employees and agents, an irrevocable right and license to enter upon the Buyers Premises with or without vehicles to remove

the goods (and if appropriate detach them from other items to which they have been attached) and all costs incurred by the

Companies in repossessing the goods shall be borne by the Buyer.

 

10.DRAWINGS, SPECIFICATIONS, ETC

All descriptions, drawings, illustrations, particulars or weights and measures, rates,

standards, statements or details as to performance, specifications or other descriptive matter, not contained in any contract

document, are given without responsibility and shall not form part of the description of the goods supplied or to be supplied, so

that the Companies shall not be under any liability in respect thereof. All plans, drawings, designs, specifications and other

written technical matter forming part of the contract or supplied in connection therewith shall remain the property of the

Companies and shall not be copied and disclosed to third parties without the written consent of the Companies. The Buyer shall

return the same to the Companies forthwith upon request by the Companies to do so. The Companies reserve the right to make

any changes in the specification of the goods which are required to conform with any applicable safety or other statutory

requirements or where the goods quality or performance are not materially affected.

 

11. BUYERS TRADE NAMES AND TRADEMARKS

Should the Buyer require that any of the goods ordered be marked with his

own name or trademarks and for any reason is unable to accept those goods, without prejudice to its further right under the

contract the Companies reserve to itself the right to sell the goods with the Buyers name or trademarked affixed on them.

 

12.QUALITY CONDITION AND DESCRIPTION OF GOODS

The Companies warrants that the goods sold by it shall be of good

materials and workmanship for reasonable and proper use, so that upon the Buyer giving written notice to the Companies that

the goods have not been supplied as aforesaid, if the same be established to the Companies satisfaction, such goods will be

replaced or repaired (with discretion) at the Companies premises and this same term shall apply in respect of such replacement

or repair. No goods shall be returned to the Companies without its prior written consent. The above warranty shall

only apply in respect of matters where the Buyer gives written notice within six months of delivery, or replacement or repair

respectively. In the case of replacements or repairs the guarantee period of liability of the Companies shall in no case exceed

twelve months calculated from the date of dispatch of the original goods, replaced or repaired, after which any claim in respect

thereof shall be absolutely barred. Warranty exceptions are given where individual products are guaranteed beyond twelve

months such as “Elite XP”. Such Replacement or repair will be the absolute limit of the Companies liability and the Companies

will not be liable under any circumstances whatsoever for loss or damage of any kind suffered by the Buyer howsoever caused.

Save as aforesaid the Companies undertakes no liability whatsoever with regard to the goods, replacements or repairs, whether

manufactured, sold or performed by itself or any other person and any condition or warranty which might otherwise be implied

or incorporated by the contract or by reason of statute or common law is hereby excluded to the fullest extent permitted by

law.

 

13.LIABILITY AND INDEMNITY

Neither the Companies nor its suppliers shall in any circumstances whatsoever be liable for any

loss or damage suffered by the Buyer or by any other third party howsoever caused involving any person, property, or interest,

suffered by the Buyer or any third party directly or indirectly in connection with the use functioning or state of the goods unless

the same shall relate to personal injury or death and only then if the same shall arise out of the Companies negligence. The

Buyer shall be solely responsible for the compliance of the installation with safety regulations issued by competent authorities

and in force at the place of operation and/or for its compliance with any terms of insurance notified by the Buyer’s insurers for

damage to the property or loss of profit through fire, explosion, gas or otherwise. The Buyer shall indemnify the Companies

against all actions, claims or demands by third parties, whether in tort or otherwise, howsoever arising, directly or indirectly, in

connection with the use, functioning or state of the goods or in connection with the performance of this contract.

 

14. LIMITATION

Without prejudice to the foregoing, the Companies shall in no circumstances be liable:

For any indirect or consequential losses. “Consequential losses” shall include, but not be limited to, loss of actual or anticipated

profit, loss of use, loss of product or production, loss of overhead recovery, loss of revenue or loss of opportunity, whether in

each case presented as direct or indirect losses. For any loss or damage covered by insurance or which would ordinarily be

covered by insurance. For any loss or damage in excess of the contract price.

 

15.QUANTITIES

As far as is reasonably practicable, the quantity ordered by the Buyer will be delivered, but the Companies

reserve the right to vary this quantity by a maximum of plus or minus 10%. The invoice for the goods will be based on the actual

quantity delivered in accordance with normal practice.

 

16. PARTIAL COMPLETION

In the case of partial completion of an order by reason of any of the events referred to in paragraph

7 of these conditions, the Companies shall be entitled to a quantum merit payment in respect of all work done by it without

prejudice to its right should non-completion be occasioned by the Buyer. Notwithstanding any other right of the Companies, if

the Buyer cancels any order then the Buyer shall indemnify the Companies for all the losses and costs occurred by the

Companies (including loss of profit).

 

17. PATENTS

The Companies do not undertake that the goods when delivered or any plans, information, designs or

specifications supplied in connection therewith, will not infringe, or result in any infringement of any letters patent, registered

design, trademark or other industrial property rights.

The Buyer undertakes that any design or instruction furnished or given by him shall not be such as will cause the Companies to

infringe any letters patent, registered design, trademark or other industrial or intellectual property right, and the Buyer shall

indemnify the Companies against all loss, actions, damages, penalties, costs, and expenses to which the Companies may

become liable in connection with any work required to be done in accordance with such design or instruction.

The sale by the Company of the goods shall not convey to the Buyer any license or right to use any inventions, letter patent,

registered design, trademarks or other industrial property right owned or controlled by the Companies except to the extent

that one or more of such inventions, letter patent, registered design, trademarks or other industrial property right may be

embodied in such goods.

 

19. CONTRACTING

The Company shall be entitled to sub-contract all or any of its obligations hereunder. Where the Company

undertakes contracts for erection or installation the following conditions shall apply:

Where the price or charge includes erection or installation at a site nominated by the Buyer the same is based upon the

Company being provided with free uninterrupted access to and possession of duly prepared working areas and requisite

services being made available to the Company during normal working hours. If the Company is prevented or hindered from

making immediate and continuous progress with erection or installation by reason of a failure to provide any of the matters

aforesaid without prejudice to any other right the Company shall be entitled to increase prices or charges accordingly. Where

the Companies undertake such erection or installation the same shall in no way extend the obligations of the Companies

beyond those set out in paragraph 13 of these conditions hereof save that period of 6 months under sub-paragraph 13 shall run

from the completion of such erection or installation and not from delivery.

 

20. TERMINATION

If the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration

order or (being an individual or partnership) becomes bankrupt or is dissolved or (being a company) goes into liquidation. An

encumbrancer takes possession, or a receiver or administrative receiver is appointed, of the Buyer or over any of its property or

assets. Any judgement is obtained against the Buyer for any distress or execution is levied on any premises owned or occupied

by the buyer. The buyer ceases, or threatens to cease, to carry on business. The Companies reasonably apprehends that any of

the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly then, without

prejudice to any other right or remedy available, the Companies shall be entitled to cancel any contract or suspend any further

deliveries under any contracts without any liability to the Buyer and if the goods have been delivered but not paid for, the price

shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

 

21.ERRORS

Typing and clerical errors and omissions in any document (including quotations) issued are subject to correction by

the Companies.

 

22. PROPER LAW

These conditions and all quotations offer, and acceptances shall be governed by English Law. If any of these

terms or any part thereof is rendered void or unenforceable by any legislation to which it is subject, it shall be void or

unenforceable to that extent and no further. No action or proceedings of any nature shall be started against the Companies

except in the English Courts, to the jurisdiction whereof the Buyer also submits.

 

23. NOTICE

Any notice required or permitted to be given by either party to the other shall be in writing and may be given either

personally or by first class post or facsimile transmission addressed to that other party at its registered office or principal place

of business or such other address as may at the relevant time have been provision to the party giving notice. Where given by

first class post such notice will be notified pursuant to this deemed to have been swerved 48 hours after posting and proof that

the envelope containing the notice was properly addressed and sent prepaid shall be sufficient evidence of service.

 

24. ASSIGNMENT

The Buyer shall not be entitled to assign or otherwise transfer any of its rights or obligations under any

contract with the Company without the prior written consent of the Company.