Industrial Water Equipment Limited “The Company” Terms and Conditions of Sale

1. Interpretation
1.1 “Seller” means Industrial Water Equipment Ltd, registered in England and Wales, company number 6245066, whose registered office is at Ravenstor Road, Wirksworth, DE4 4FY.
1.2 “Buyer” means the person, firm or company purchasing Goods from the Seller.
1.3 “Goods” means the products, equipment or services supplied by the Seller.
1.4 “Contract” means any agreement between the Seller and the Buyer for the supply of Goods, incorporating these Terms and Conditions.

2. Basis of Contract
2.1 These Terms and Conditions apply to all sales of Goods by the Seller and shall prevail over any other terms unless expressly agreed in writing by a director of the Seller.
2.2 The Buyer’s purchase order constitutes an offer to buy Goods in accordance with these Terms, which shall be deemed accepted only when the Seller issues written acceptance or delivers the Goods.

3. Price and Payment
3.1 Prices are exclusive of VAT, carriage, insurance, customs duties, and any other applicable charges unless otherwise stated.
3.2 Payment shall be made in full, without set-off or deduction, within the agreed credit terms or, if no credit is granted, prior to dispatch.
3.3 The Seller reserves the right to charge statutory interest on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998.

4. Delivery
4.1 Delivery dates are approximate only. Time of delivery is not of the essence unless expressly agreed in writing.
4.2 Risk in the Goods passes to the Buyer on delivery or, if the Buyer fails to take delivery, when the Seller makes the Goods available.

5. Retention of Title

5.1 Title to the Goods shall not pass to the Buyer until Industrial Water Equipment Ltd (“the Seller”) has received payment in full for:
  a) the Goods supplied under this Contract; and
  b) all other sums due or owing by the Buyer to the Seller under any other contract or account.

5.2 Until title passes, the Buyer shall:
  a) hold the Goods on a fiduciary basis as the Seller’s bailee;
  b) keep the Goods separate from all other goods and clearly identified as the Seller’s property;
  c) maintain the Goods in satisfactory condition, insure them against all risks for their full replacement value, and hold any insurance proceeds on trust for the Seller; and
  d) not remove, alter, deface or obscure any identifying marks or packaging relating to the Goods.

5.3 The Seller may at any time before title passes require the Buyer to deliver up the Goods. If the Buyer fails to do so, the Seller (and its agents) shall have an irrevocable licence to enter any premises where the Goods are stored or installed in order to inspect, recover or remove them.

5.4 The Buyer may resell the Goods before ownership passes only in the ordinary course of business and acting as the Seller’s fiduciary agent. The entire proceeds of any resale shall be held on trust for the Seller, separate from the Buyer’s own funds, and paid immediately to the Seller upon request.

5.5 If the Goods are combined with or incorporated into other goods, the Seller shall acquire joint ownership of the new goods in proportion to the value of the Goods supplied. If the Goods comprise plant, equipment or systems designed to be modular or removable, the Goods shall remain the property of Industrial Water Equipment Ltd until full payment is received, notwithstanding installation, connection or commissioning.

5.6 The Buyer’s right to possession of the Goods shall terminate immediately if the Buyer:
  a) fails to pay any amount due under the Contract by the due date;
  b) becomes insolvent, bankrupt, enters administration, liquidation, or any composition with creditors; or
  c) suffers or allows any execution or distress to be levied on its property.

5.7 The Seller’s rights under this clause shall continue in force notwithstanding termination of the Contract or delivery of the Goods.

6. Warranty and Liability
6.1 The Seller warrants that the Goods will materially conform to specification at the time of delivery.
6.2 All other warranties, conditions or terms implied by statute or common law are excluded to the fullest extent permitted by law.
6.3 The Seller’s liability for defective Goods shall be limited to repair, replacement, or refund at its option.
6.4 The Seller shall not be liable for indirect, special, or consequential loss, including loss of profit, business or goodwill.
6.5 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot legally be excluded.

7. Returns
7.1 Returns are only accepted with prior written consent of the Seller and in accordance with the Seller’s returns policy.
7.2 Bespoke or custom-manufactured Goods are non-returnable.

8. Force Majeure
The Seller shall not be liable for any delay or failure to perform due to events beyond its reasonable control, including industrial action, supply chain disruption, fire, flood, or government action.

9. Governing Law and Jurisdiction
These Terms and the Contract shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the English courts.