Terms and Conditions

CONDITIONS OF TRADE

1. Interpretation
1.1. Definitions. In these Conditions, the following definitions apply:

“Business Day”
a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
“Commencement Date”
has the meaning set out in clause 2.2;
“Conditions”
these terms and conditions as amended from time to time in accordance with clause 15.8;
“Contract”
the contract between the Supplier and the Customer for the supply of Goods in accordance with these Conditions;
“Customer”
the person or firm who purchases the Goods from the Supplier;
“Customer Materials”
means all designs, drawings, specifications, samples and all other materials in whatever form provided by the Customer to
the Supplier;
“Delivery Location”
has the meaning set out in clause 4.2;
“EXW”
has the meaning ascribed to it in the Incoterms;
“Force Majeure Event”
has the meaning given to it in clause 14.1;
“Good Industry Practice”
means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected within the industry for the provision and use of the Goods;
“Goods”
the goods (or any part of them) set out in the Order Acknowledgment;
“Goods Specification”
any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the
Supplier;
“Incoterms”
means the international rules for the interpretation of trade terms of the International Chamber of Commerce (2010 version);
“Intellectual Property Rights”
patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Order”
the Customer’s order for the supply of Goods, as set out in the Customer’s purchase order form, or the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be;
“Order Acknowledgment”
means the Supplier’s written acceptance of the Order, but does not include any automatically generated email acknowledgments of an Order;
“Supplier”
Walker Filtration Limited registered in England and Wales with company number 01726079; and
“Supplier’s Premises”
means Walker Filtration, Birtley Road, Washington, Tyne & Wear NE38 9DA.
1.2. Construction. In these Conditions, the following rules apply :
1.2.1. a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2. a reference to a party includes its personal representatives, successors or permitted assigns;
1.2.3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4. any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5. a reference to “writing” or “written” includes faxes but excludes e-mails.

2. Basis of contract
2.1. The Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions.
2.2. The Order shall only be deemed to be accepted when the Supplier issues an Order Acknowledgment at which point and on which date the Contract shall come into existence (“Commencement Date”).
2.3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4. Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Goods contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6. Any quotation given by the Supplier shall not constitute an offer, and is only valid for the period set out on the quotation, or if no such period is specified a period of 20 Business Days from its date of issue.
2.7. The Supplier reserves the right to correct any clerical errors made in any quotation, the Specification, the acknowledgement or in any other oral quotations and/or estimates given to the Customer and the Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

3. Goods
3.1. Subject to any variation in accordance with these Conditions, the Goods are as described in the Goods Specification.
3.2. The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with:
3.2.1. the Supplier’s use of the Customer Materials; and
3.2.2. to the extent that the Goods are to be manufactured in accordance with a Goods Specification provided by the Customer, arising out of or in connection with the Supplier’s use of that Goods Specification.
3.3. This clause 3 shall survive termination of the Contract.
3.4. The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.

4. Delivery of Goods
4.1. The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.2. The Supplier shall deliver the Goods EXW to the Supplier’s Premises, or such other location as the parties may agree in writing (“Delivery Location”).
4.3. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
4.4. If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5. If the Customer fails to take delivery or accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready for collection, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract:
4.5.1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
4.5.2. the Supplier shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
4.6. If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.7. The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.8. The Customer will notify the Supplier in circumstances where the Goods are to be exported outside of the United Kingdom. In the case of an EXW delivery where the ultimate destination is outside of the United Kingdom, the Customer shall, at any time requested by the Supplier, provide the Supplier with such information and evidence as the Supplier considers necessary in its absolute discretion, to establish that the Goods were in fact exported from the United Kingdom, (including but not limited to details of the consignor and all methods of transport, the export destination, the mode of transport, the route of the export movement and evidence of the date of departure from the UK and/or the European Community) and the Customer hereby agrees that it will procure the consent of any and all consignors to allow the provision of such information to the Customer. This clause, 4.8, shall survive termination of the Contract.
4.9. The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including but not limited to any liability for VAT, any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with the Customer’s breach or negligent performance or nonperformance of clause 4.8 of the Contract. This clause 4.9, shall survive termination of the Contract.

5. Import and Export
5.1. The Customer is responsible for obtaining, at its own cost, such import licenses and other consents in relation to the Goods as are required from time to time and, if required by the Supplier, the Customer shall make those licenses and consents available to the Supplier prior to the relevant shipment.
5.2. Where the Customer purchases Goods for use or onward supply into any territory outside of the UK and EEA, then the Customer shall be solely responsible for ensuring that the Goods Specification meets all legislative and regulatory standards and meets all requirements for Good Industry Practice in relation to the use of those Goods within the particular territory.
5.3. By placing the order you certify that the order will not be used for any purpose connected with chemical, biological or nuclear weapons, or missiles capable of delivering such weapons, nor any other purposes prohibited by applicable law. Furthermore, you certify that you will comply with applicable local and international foreign trade and customs requirements or any embargos or other sanctions. You will immediately notify us in writing of any breach of this statement. We shall not be obligated to fulfil a binding order or agreement or any part thereof or related to it, nor liable for its non-fulfilment is prevented by any impediments arising out of applicable local or international foreign trade and customs requirements or any embargos or other sanctions. We shall have the right to terminate a binding order or agreement or any part thereof or related to it, with immediate effect and without prior notice, if fulfilment is prevented by any impediments arising out of applicable local or international foreign trade and customs requirements or any embargos or other sanctions. The customer shall indemnify for any direct or indirect damages arising in consequence of any breach of this statement.

6. Quality of Goods
6.1. The Supplier warrants that for a period of 15 months from the date of delivery, or the period of 12 months from the date of installation of the Goods (whichever is the sooner) (“warranty period”), the Goods shall:
6.1.1. conform in all material respects with the Goods Specification; and
6.1.2. be free from material defects in design, material and workmanship.
6.2. Subject to clause 6.3, if:
6.2.1. the Customer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1;
6.2.2. the Supplier is given a reasonable opportunity of examining such Goods; and
6.2.3. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost (including any costs incurred for recovery of the Goods from their installation location) the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
6.3. The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 6.1 if:
6.3.1. the Customer makes any further use of such Goods after giving a notice in accordance with clause 6.2;
6.3.2. the Customer fails to replace, repair or maintain disposable parts within the Goods in accordance with the Supplier’s oral or written instructions, or (if there are none) Good Industry Practice;
6.3.3. the Customer, or its employees, agents or contractors fails to install the Goods in accordance with the Supplier’s written installation instructions or in accordance with Good Industry Practice;
6.3.4. the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Goods or (if there are none) Good Industry Practice;
6.3.5. the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
6.3.6. the Customer alters or repairs such Goods without the written consent of the Supplier;
6.3.7. the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal working conditions;
6.3.8. the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
6.4. Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 6.1.
6.5. The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 6.2.

7. Title and Risk
7.1. Risk in the Goods shall pass to the Customer on completion of delivery.
7.2. Title to the Goods shall not pass to the Customer until the earlier of:
7.2.1. the Supplier receiving payment in full (in cash or cleared funds) for the Goods and any other goods and services that the Supplier has supplied to the Customer in respect of which payment has become due (and whether under this Contract or any other contract between the parties), in which case title to the Goods shall pass at the time of payment of all such sums; and
7.2.2. the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in
clause 7.4.
7.3. Until title to the Goods has passed to the Customer, the Customer shall:
7.3.1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
7.3.2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;
7.3.4. notify the Supplier immediately if it becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.13; and
7.3.5. give the Supplier such information relating to the Goods as the Supplier may require from time to time.
7.4. Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
7.4.1. it does so as principal and not as the Supplier’s agent; and
7.4.2. title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
7.5. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.13, then, without limiting any other right or remedy the Supplier may have:
7.5.1. the Customer’s right to resell Goods or use them in the ordinary course of its business ceases immediately; and
7.5.2. the Supplier may at any time:
7.5.2.1. require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
7.5.2.2. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

8. Customer’s Obligations
8.1. The Customer shall:
8.1.1. ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;
8.1.2. co-operate with the Supplier in all matters relating to the provision of the Goods;
8.1.3. provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Goods, and ensure that such information is accurate in all material respects;
8.2. If the Supplier’s performance of any of its obligations in respect of the provision of the Goods is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
8.2.1. the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the provision of the Goods until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
8.2.2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 8.2; and
8.2.3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

9. Charges and Payment
9.1. Subject to adjustment in accordance with this clause, the price for Goods shall be the price set out in the Order Acknowledgment or, if no price is quoted, the price set out in the Supplier’s published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, and transport of the Goods, which shall be paid by the Customer when it pays for the Goods.
9.2. The Supplier reserves the right to make a proportionate adjustment to the price for the Goods, such adjustment being a proportionate increase or decrease based on any foreign exchange fluctuation as between GBP and the currency of the Order as between the date of the Order Acknowledgment and the date of delivery.
9.3. The Supplier reserves the right to:
9.3.1. increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
9.3.1.1. any factor beyond the control of the Supplier, including the introduction of new tariffs, taxes and duties (whether as a result of Brexit or otherwise), increas