Terms and Conditions

Updated: 17 June 2024

1. General
   1. The following terms and conditions are applicable to all contracts and quotations for the supply of Goods by OWA (UK) Ltd. (the “Seller”) and shall take precedence over any and all of the Buyers conditions of purchase whether specific or implied and shall supersede all previous verbal or written statements made between the parties or their agents.
   2. The Seller reserves the right at any time to discontinue the supply or sale of and to make changes and improvements in the specification and design of any or all of its products.
2. Contract Acceptance
   1. A contract between the Seller and the Buyer shall be effective from acceptance by the Seller of the Buyers order in writing with an official acknowledgement or confirmation. This shall also apply to all orders and agreements made with the Seller’s agents and or representatives.
   2. All quotations are subject to alteration until accepted by the Seller. The Supplier will make its best endeavours to deliver the precise quantity ordered in full cartons only.
3. Delivery
   1. The Seller shall be entitled to make part delivery in execution of a contract and each delivery shall be deemed to be a complete performance of the Sellers part of the contract in respect of those goods comprised in such a part delivery.
   2. The Seller shall endeavour to deliver within a reasonable time and the Buyer shall not be entitled to refuse a delivery early or late in relation to the specified contract date or to repudiate the contract or claim costs of damages for early or late delivery.
   3. The Buyer shall willingly unload the goods upon arrival at the agreed delivery address in the contract in a timely manner. Failure by the Buyer to unload the Goods within an hour of arrival will result in the Seller invoicing an additional £65 per hour waiting charge.
   4. The Seller does not provide unloading equipment or labour.
   5. The Buyer must make payments of sufficient sums to stay within the credit limit offered by the Supplier and the Supplier may refuse to deliver consignments of goods that would result in the Seller exceeding their credit limit with the Seller. The Buyer would be required to make sufficient payment to the Supplier to enable delivery within seven days of being informed of the possible exceeding of their credit limit with the Supplier in order to enable delivery to be completed.
   6. In the event that delivery of the goods or performance of the contract should be rendered uneconomic by reason of circumstances of an act of God, war, riot, strike, lockout, trade dispute, accident, fire, breakdown of plant and machinery, difficulty in obtaining or increased expense of materials, transport or labour, then the Seller may withdraw from the contract in whole or in part.
   7. Should any of the aforesaid matters cause an increase in the cost to the Seller of producing or delivering the goods, then the contract price hereunder shall be reasonably increased by the same proportion and the Seller shall be entitled to effect delivery at the higher price and the Buyer Shall pay the same.
   8. The Buyer shall take receipt of the goods within a reasonable timescale once they are manufactured and available for delivery in the UK. If the goods are not called off within seven days of the date that they are made available then the Seller may invoice the goods prior to delivery and if the contract is delayed for more than one month, the Goods will be invoiced and daily storage charges will apply at a rate of 2% per month of the value of the Goods.
   9. Return of unwanted Goods following delivery to the Buyer will be allowed by the Supplier for standard Goods as defined by the Supplier’s Price List of Stocked Items and a 25% re-stocking fee applies plus the carriage costs for delivery back to the Supplier’s warehouse. Upon receipt of returned Goods, the Supplier will inspect same and only offer credit for Goods in perfect and saleable condition and may dispose of unsaleable Goods at the Buyer’s cost. Other items of Goods that are not standard stock items in the UK may not be returned.
4. Price Terms, Packing
   1. All prices are subject to alteration and unless stated otherwise are delivered Ex Works. Packing materials are included in the price quoted for the Goods and are non-returnable unless specifically agreed.
   2. After establishment of the contract if urgent deliveries are required the Buyer shall be informed of and be liable for any additional costs of delivery.
   3. All prices acknowledged by the Seller are exclusive of VAT and cash discount. If between the date of the contract and the date of delivery there is a significant change in the Supplier’s production costs then the Seller reserves the right to alter the contact price in accordance with the provision of clause 3d above.
   4. Prices quoted are valid for a period of thirty days and where for a specific project or contract are valid only for the quantity communicated in the contract.
5. Title
   1. Subject to b) below title to the products delivered to the Buyer’s order in part or whole shall not pass to the Buyer until full payment has been made to the Seller or its authorised agents. The buyer shall hold the goods as bailee and undertakes to store the goods separately so as to be easily identifiable as the property of the Seller. The Buyer agrees that where all or part of the due payment is late the Seller may and without prior notice enter upon the Buyer’s premises and the Buyer will willingly assist the Seller to take possession and remove the products therefrom.
   2. The Buyer may in the course of their normal business, prior to payment of the contract price sell the goods in such manner as to pass valid to a third payee but shall hold the proceeds of the sale sum received from the ultimate purchaser or any other party as a result of the sale on trust for the Seller to a separate account so as to be identifiable as being of beneficial ownership to the Seller.
   3. Until such time as full payment is made for the goods the Seller shall have an interest in any combination, processing, installation or any utilization of such goods and shall be entitled to a share of the ownership of the new product or installation in the proportion that the contract price of the goods bears to the cost of such combination processing or installation.
   4. Until such time as payment in full is made for the goods, the Buyer will not use the goods as a means of security. The Buyer will further immediately inform the Seller of any seizure, institution of bankruptcy or liquidation proceedings or the occurrence of any events which may affect the rights of the Seller.
6. Damage and Shortages
   1. Immediately upon delivery to it the Buyer shall inspect all Goods and give written notice to the Seller of any claims for damages, delay, or shortage within forty-eight hours. The Seller shall be under no liability for compensation for the costs of handling damages to the Goods howsoever caused unless the consignment delivery note is endorsed accordingly within forty-eight hours of receipt of the Goods.
   2. The Buyer shall be obliged to accept the Goods delivered irrespective of any differences or variations to the Goods ordered and pay the full price as stated in the Sellers invoice unless the Seller and the Carrier are informed in writing within three working days, other than on a consignment/delivery note or other document and a written claim made to the Seller.
7. Warranty
   1. Subject to clause 9 hereof the Seller hereby warrants that its goods shall be sound and free of material or workmanship defects at the time of delivery and for twelve months thereafter or for three months after practical completion of any building into which the same may be incorporated whichever is the shorter time, providing that the goods have been installed or used in accordance with the recommendations as stated in the Seller’s technical literature and installation guides and providing that the Seller receives written notification of any defects within three hours of identification.
   2. The Seller reserves the option to repair or replace the defective portion of any delivery in a timely manner but shall not be liable if the Buyer has knowingly installed or made other use of defective goods. The warranty above is in lieu of other conditions, warranties and terms whether express or implied in respect of the merchantable quality or fitness of the goods for any particular purpose. Liability to third parties and consequential losses are hereby excluded.
   3. A copy of the OWA (UK) Ltd Warranty statement is available on request.
8. Payment
   1. If payment of the contract price is not made within thirty days or other agreed period from the end of month following the date of the invoice the Buyer shall pay interest at the rate of 2% per month of the balance of the outstanding contract price.
   2. Payment should be by on-line bank transfer and any processing costs of payment or commissions or collection charges and other charges are be borne by the Buyer.
   3. Should any payment due hereunder not be made on the date due then the Seller shall be entitled to withhold further deliveries of any goods and the Buyer will be deemed to have repudiated this contract.
   4. Payment shall be made in the currency stipulated in the contract notwithstanding any variation between that currency and the currency of the Buyer’s own country between the date or the contract and the date of the payment.
   5. The Buyer may only refuse to pay an invoice if it directly relates to a previously notified issue of claim or dispute. Any restraint upon payment is excluded.
9. Specially Manufactured or Treated Products
   1. Where the specification of the products has been provided by the Buyer or the Goods installed in a bespoke or non-standard, different way to the systems shown in the Sellers’s Installation Guide then any term, warranty or condition, express or implied or statutory as to the merchantability or fitness for any purpose is excluded and the Seller shall only be responsible (subject to clause 6) for manufacturing the goods in accordance with such specification irrespective of the outcome of the installation.
   2. Any quoted delivery time shall run from the date of the Seller’s written acceptance of the Buyer’s order however time shall not be of the essence.
   3. Any variation of a contract shall not be valid unless confirmed by the Seller in writing, and any additional costs arising from such variation shall be payable by the Buyer.
   4. Upon the issue of the Supplier’s Order Confirmation of any specially manufactured product being any product or system not held in stock at the Supplier’s UK warehouse and as shown in the Stocked Items Price List at the time of the contract, the order may not be cancelled by the Buyer and the Goods will be invoiced.
10. Assignment
    1. Any contract between the Seller and the Buyer may not be assigned to a third party without the written consent of the Seller.
11. Governing Law
    1. The terms and conditions and all contracts of sale pursuant to these terms and conditions of sale shall be governed by and constituted in accordance with English Law.