Terms and Conditions

Clause 1 – Scope of application

  • As from the date of publication, these general terms and conditions of purchase (hereinafter “General Terms and Conditions”) apply to all orders and purchases of goods and services by Wiltech Acoustics Ltd, Company number 15138946, and/or its affiliates (hereinafter “WA”) on the recipient and its affiliates named in the WA purchase

order (“Supplier”), unless superseded by agreement in writing signed by [a Director] of WA and the Supplier.

  • Through the acceptance by the Supplier of a purchase order issued by WA, a Contract (as defined hereafter) is concluded between the parties. Such acceptance may be express or implied in accordance with Clause 2.2 below and shall mean the application of these General Terms and Conditions by the parties to the Contract. The application of any other additional or deviating terms and conditions of the Supplier or any agent or affiliate of the Supplier, mentioned on whatever document, are explicitly rejected, and shall have no effect.

 

  • These General Terms and Conditions, and where applicable, the specific terms and conditions mentioned in the purchase order issued by WA or otherwise agreed between the parties in writing, constitute the entire purchase agreement between the parties (hereinafter “Contract”) and replace and supersede all prior written or oral declarations, agreements or arrangements between the parties relating to the same subject matter. Notwithstanding Clause 4 below, each amendment to the Contract shall only be effective if in writing, duly signed by an authorized representative of each party (which for WA shall mean either a Director or a WA procurement representative).
  • In case of discrepancies between the provisions of these General Terms and Conditions and the specific terms and conditions mentioned by WA in the purchase order or otherwise agreed between the parties in writing, the specific order terms and conditions shall take precedence over the provisions of these General Terms and Conditions. Irrespective of any other language used, the English language version of these General Terms and Conditions shall always apply and take precedence.

 

  • In these General Terms and Conditions the following definitions apply:

affiliate means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity and ‘affiliated’ shall mean an affiliate of the relevant entity;

Business Day means Monday to Friday except for public holidays;

Control has the meaning given to it in section 1124 of the Corporation Tax Act 2010 and Controls, Controlled and under common Control shall be construed accordingly; and the words or phrases ‘other’, ‘including’ and ‘in

particular’ or similar words shall not restrict the generality of any preceding words or be construed as being limited

to the same class, acts, things or matters as the preceding words where a wider construction is possible.

Clause 2 – Order

 

  • WA’s issuance of its written purchase order shall supersede any other verbal or written exchange between the parties concerning its subject-matter. Unless explicitly mentioned otherwise in the purchase order, the issuance of a purchase order by WA does not constitute the acceptance of any quotation by the Supplier. Any purchase order issued by WA may be withdrawn prior to acceptance in a way that is satisfactory to WA.

 

  • A purchase order is deemed to be accepted as soon as one of the following situations occurs:
    1. The written confirmation or acceptance of the order by the Supplier
    2. The execution, in whole or in part, of the order by the Supplier
  • The acceptance by the Supplier of the payment, in whole or in part, of the order

 

  • The Supplier shall execute all orders in accordance with the The Supplier shall not make any amendments to the type, the design, the quality, the quantity, the content, the deliverables of the ordered goods or services, or the modalities or timing of packing, sending and delivery, or any other specification relating to the ordered goods or services without the prior written consent of a Director or procurement representative of WA.

 

  • As long as the Contract has not been fully performed by the Supplier, and notwithstanding Clause 1.3 above, WA has the right to request amendments to the type, the design, the quality, the quantity, the content, the deliverables of the ordered goods or services, or the modalities or timing of packing, sending and delivery or any other specification relating to the outstanding ordered goods or services, should it have good reason to do so. Unless the requested amendments are unreasonable, the Supplier cannot refuse to implement these If the amendments requested by WA would entail a change in the price or the conditions of delivery, the Supplier shall immediately inform WA thereof in writing. In such case, the amendments cannot be put into effect without the prior written consent of a Director or procurement representative of WA. WA shall in such case also be entitled to annul the order in whole or in part without liability. These General Terms and Conditions are fully applicable to an order /Contract that has been amended in accordance with this Clause.
  • At WA’s first request, the Supplier shall provide WA with:
    1. Evidence and results of material and quality tests that were executed on the goods ordered or to be ordered or the raw materials used for the fabrication thereof
    2. The certificate of origin relating to the goods ordered or to be ordered or the raw materials used for the fabrication thereof; and/or
  • Any other information and documentation that WA may request, including, without being limited to information and documentation related to and/or needed for certification, registration, audit, or safety purposes

 

Clause 3 – Prices

  • The prices mentioned in the purchase order are binding and may not be If the Supplier can apply lower prices at the time of delivery of the goods or services than the prices mentioned in the Contract, the lower prices will, however, be applicable to the goods or services mentioned in the Contract.

 

  • Unless explicitly stated otherwise in the purchase order, the prices mentioned in the purchase order are inclusive of all costs and expenses, including, without being limited to all costs of handling, processing, packing, storage, transport, stocking, import, third party licensing and insurance.

 

Clause 4 – Delivery

  • The Supplier explicitly agrees to deliver the quantity of goods or services specified in the purchase order at the time or in accordance with the schedule specified in the purchase order, as well as to respect all other modalities of packing, sending and delivery mentioned in the purchase order. The Supplier recognizes that the time or schedule of delivery and the quantity specified in the purchase order form an essential element of the Contract and time of delivery is of the essence.

 

  • The Supplier shall immediately notify WA in writing of each event that could compromise full delivery of the goods or services at the time or in accordance with the schedule specified in the purchase order. Such notification does, however, not relieve the Supplier from its obligation to deliver the goods or services at the time or in accordance with the schedule specified in the purchase All additional costs that may be incurred because of the possible necessity to make use of an accelerated method of sending or delivery shall be borne by the Supplier.

 

  • WA is not obliged to accept partial, surplus, early, or late deliveries or service

 

  • Unless explicitly agreed otherwise, all deliveries of goods shall take place on a DDP basis (Delivery Duty Paid, Incoterms® 2020), at the place specified in the purchase order. However, the risk of damage to or loss of the goods or service deliverables shall only pass from the Supplier to WA at the moment of acceptance of the delivered goods by WA. The title to the goods and any service deliverables shall pass to WA at the moment and place of actual acceptance by WA.

 

  • Delivery shall only be considered to have taken place upon signature of the delivery documents by

 

  • The goods to be delivered shall be duly packed and labelled by the Supplier, taking into account the obligations under applicable law, in particular in the country of delivery, and the requirements specified by WA and/or the carrier mandated to transport the goods. The Supplier shall at its own cost ensure the taking back, managing and recycling of the used packaging materials and/or waste that originates from the delivery of the The Supplier is liable towards WA for whatever obligation WA may have as a result of the managing and recycling of such packaging material and/or waste, at no extra cost to WA.
  • Before the goods are shipped or transported, the Supplier shall notify WA in writing of any risky, fragile, temperature affected, toxic or hazardous materials that form part of the goods to be delivered, together with any instructions, including, without being limited to the Material Safety Data Sheet, that would be necessary to safely and properly use, handle, process, pack, store, transport and/or dispose of such materials.

 

  • Unless explicitly agreed otherwise, the Supplier shall be responsible for importing the delivered goods into the UK, European Union and the country of destination and for fulfilling all related formalities of export, customs and import, including, without being limited to fulfilling all obligations in the framework of European Regulation 1907/2006 concerning the registration, evaluation, authorisation and restriction of chemicals (REACH), as well as following from the UK REACH regime, as implemented in the UK via the EU Withdrawal Act 2018 or any other national UK Acts. The import duties, taxes and other levies shall be fully borne by the Supplier.

 

  • At the latest upon delivery, the Supplier shall, without any additional fee being due, provide WA with all necessary information and documentation concerning the goods, as required under applicable law, or as reasonably requested by WA, including, without being limited to information and documentation concerning transport, import and export, safety, origin, and traceability of the goods.

 

  • WA shall be entitled to reject any deliverables that are not in full compliance with the terms and conditions of the Contract. Any acceptance of defective, late, or incomplete deliverables or any payment made in respect thereof, shall not constitute a waiver of any of WA’s rights and remedies, including without limitation its right to reject.

 

Clause 5 – Acceptance

 

  • Signature of the delivery documents, use of the delivered goods or services or payment of the respective invoice does not constitute acceptance of the delivered goods or Services are not to be taken to be accepted by WA until satisfactory completion of any acceptance tests required by WA.

 

  • After complete delivery of the goods or services, WA will inspect the delivered goods or services within one Business Day but only with respect to deviations in quantity and identity, apparent defects and obvious external damages suffered during storage or Without prejudice of WA’s right to reject any or all goods or services, WA shall endeavour to inform the Supplier in writing of its discovery of deviations in quantity or identity, apparent defects, or obvious external damage, within five (5) Business Days following the delivery.

 

  • If WA, otherwise than intended in Clause 5.2, becomes aware that the delivered goods or services are not in conformity with the specifications of the purchase order, WA shall be entitled to inform the Supplier of the total acceptance, rejection, or acceptance of the part of the goods or services, without being bound by any delay.

 

  • The Supplier shall replace, re-perform, or repair the non-accepted goods or services as if the non-conformity has manifested itself during the warranty period, in accordance with what is provided in Clause 7.2 of these General Terms and Conditions.

 

  • In case of non-acceptance, the risk of damage to or loss of the goods or deliverables shall remain with the WA shall have no liability for the rejected goods even if on their premises and the Supplier shall be liable for all storge costs and shall insure the relevant goods itself. The possible costs that are incurred in relation to the picking up of the non-accepted goods by the Supplier shall be fully borne by the Supplier. If the Supplier has not picked-up the non-accepted goods within thirty (30) days following the notification of non-acceptance by WA, WA shall be

 

entitled to destroy or otherwise dispose of the goods, at Supplier’s cost without liability.

  • As long as the goods or services are not supplied in accordance with the specifications of the Contract, WA is entitled to suspend its payment obligations towards the Supplier for the unfulfilled or disputed part of the Contract, even if WA has not protested the respective invoice.

 

Clause 6 – Invoicing and payment

 

  • All invoices issued by the Supplier shall include:
    1. The reference number of the purchase order
    2. The quantity of the goods or services that have been delivered, where applicable with indication of the number of packaging units
  • The same itemised structure as the purchase order
  1. A reference to the documents of shipment or delivery (e.g. bill of lading)
  2. Any other information required by WA

 

Please note that Invoices issued by the Supplier that are not in compliance with the obligations of this Clause, shall not be paid by WA.

 

  • Invoices shall be sent to WA electronically via PurchaseLedger@WAltd.co.uk and shall be paid by WA sixty (90) days following the end of the month in which the invoice was dated, on condition that the respective goods or services have completely been delivered, rejection has not been made by WA in whole or part and the invoice correctly reflects the final Contract. Payment shall be made via wire transfer to the bank and the account nominated by the

 

  • Upon late, no, or incomplete payment, the Supplier shall not be entitled to suspend or stop delivery of goods or services to WA, under whatever purchase agreement it may be.
  • WA is entitled to set off each amount owed by the Supplier to WA, under whatever agreement it may be and irrespective of whether this amount is contested or not, with an amount owed by WA to the Supplier and this without any prior notice.

 

Clause 7 – Warranties

 

  • The Supplier explicitly warrants and represents that all delivered goods or services, including, without limitation, all internal and external components or materials that are processed in the goods:
    1. Conform with the specifications of the Contract and with any other specifications, drawings, samples, or descriptions of WA or if not stipulated then of the Supplier
    2. Are appropriate to the purpose for which the purpose for which they have been purchased by WA or if not indicated or known then for the purpose that such type of goods or services is usually used
  • Are of a satisfactory quality and are free of any defect in design, workmanship, or material
  1. Respect all applicable local, national, and international legislation, regulations, standards, and guidelines, as well as the newest, prevailing industry standards
  2. Conform with the strictest requirements regarding safety, health and protection of the environment and the maximum prescribed standards for the use of risky, fragile, temperature effected, toxic or hazardous materials and machines
  3. Do not infringe the intellectual property rights of third parties and are free of all other liens, restrictions, and claims of third parties
  • The services will have been performed with reasonable care and skill to the best UK industry standards and deliverables to a similar standard.

 

  • The warranties mentioned in Clause 1 of these General Terms and Conditions are valid for a period of twenty-four

(24) months following the acceptance. In case it is established during this warranty period that the Supplier has not respected one of the warranties, the Supplier shall at its own cost ensure the replacement, re-performance or

 

repair of the respective goods or services, and this within a reasonable period of time. In case no replacement or repair is done within such reasonable period of time, or such replacement or repair would not be duly executed, WA shall be entitled to, at its own discretion and without prejudice to any other remedies it may have:

  1. Terminate the Contract and all pending orders under the Contract with immediate effect, without prior judicial intervention and without owing any compensation or having any liability to the Supplier, by sending a notification hereof to the Supplier in writing. In such case and where applicable, the Supplier shall fully reimburse WA for the part of the price that has been paid for the non-conforming goods or services, without prejudice to any other claims that WA may have.
  2. Repair and/or have the goods or services repaired or re-performed at the Supplier’s cost by WA approved
  • Keep the non-conforming goods or services, provided that the Supplier repays WA forthwith the non-conformity corresponding part of the price that has been paid by WA for the non-conforming goods or

 

  • In case of repair, the abovementioned warranty period shall be suspended during the entire period of In case o