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Terms & Conditions

Terms & Conditions

WIM and Customer agree that the following Terms & Conditions (“Terms”) apply to their transactions.

Definitions

(a) “WIM” shall mean Webb Injection Moulders Ltd

(b) “Customer” shall mean the person or entity for which WIM is providing products and tooling, and its agents and/or representatives. Customer is responsible to provide notice and a copy of the Terms to its agents and/or representatives.

Applicability

(a) These Terms are the only terms and conditions which govern the sale of the products and/or tooling by WIM to Customer. These Terms shall be deemed incorporated by reference into any written contract between WIM and Customer. Notwithstanding anything herein to the contrary, if a written contract exists covering the sale of the products and/or tooling covered hereby, the terms and conditions of the written contract shall prevail to the extent they are inconsistent with these Terms.

(b) The accompanying invoice (the “Sales Confirmation”) and these Terms (collectively, the “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous representations and warranties, understandings, agreements, negotiations, and communications, both written and oral. These Terms prevail over any of Customer’s general terms and conditions of purchase regardless of whether or when Customer submitted its purchase order or such terms and conditions. Fulfilment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions and does not modify or amend these Terms.

Divisibility

(a) WIM reserves the right to make deliveries/and or services by instalments and render a separate invoice in respect of each such instalment.

(b) If the company exercises its right to make deliveries/and or services in accordance with sub-paragraph (a) above, then any delay in the provision of such deliveries/and or services, or failure to deliver any further instalment or instalments, shall not entitle the Buyer to reject the contract or the delivery/services of any other instalment or to withhold payment in respect of any instalment previously delivered/serviced.

Tooling/Moulds

(a) New Tooling/Moulds. New tooling or moulds provided to WIM by Customer or procured by WIM for Customer are owned by Customer. For tooling or moulds procured by WIM for Customer, Customer shall pay WIM in line with an agreed payment structure. Failure of Customer to reject shot samples within 10 days of arrival will be deemed approval.

(b) Receipt of Tooling/Moulds. WIM’s receipt of tooling and/or moulds is subject to various issues beyond WIM control, including tooling delays, shipper availability, loss in transit, and customs clearances. WIM is not responsible for any such or similar issues. In addition, WIM’s production planning is dependent upon the toolmaker’s stated cycle times and WIM is not responsible for material, machine, moulds, or tooling issues, or any other unforeseen issues. Any product changes by Customer nullify all tooling or mould completion dates.

(c) Improvements/Modifications to Tooling/Moulds. If tooling or moulds provided to WIM by Customer or procured by WIM for Customer become obsolete or no longer useful and WIM either makes new tooling or moulds or makes substantial improvements or modifications to Customer’s tooling or moulds, Customer agrees that tooling or moulds made, or substantially improved or modified, by WIM shall be owned by WIM. For purposes of this section, improvements or modifications shall be deemed substantial if the part or mould does not perform or meet the relevant customer’s quality control requirements without such improvements of modifications.

(d) Tooling/Moulds Invoices. Tooling and/or mould invoices must be paid in full before production will commence.

Products/Samples

Product and samples other than shot samples (see Sec. 3(a)) provided to Customer will be deemed approved unless WIM is notified of rejection within twenty-four (24) hours of Customer’s receipt of samples or production.

Product Deliveries

(a) Limitation of Responsibility. While WIM will always endeavour to produce and deliver quantities ordered and meet Customer’s specified delivery dates (or if no dates are specified, as and when produced and ready to ship), Customer agrees that delivery dates are estimates only and may be changed. WIM will use commercially reasonable efforts to deliver goods in accordance with the delivery dates. However, WIM shall not be liable for failure to deliver as estimated. Customer acknowledges that WIM may encounter production issues which were not reasonably foreseeable and/or over which WIM has no control. WIM will not be responsible for any such issues or their impact on production, shipping, and/or receipt by Customer. Production issues may include, among others, machine downtime, tool downtime, hours of normal operation, unforeseen manufacturing processes, and “force-majeure” including, without limitation, acts of God; flood; fire; earthquake; explosion; governmental actions; war, invasion, or hostilities (whether war is declared or not); terrorist threats or acts; riot or other civil unrest; national, state, or local emergency; revolution; insurrection; epidemic or pandemic; lockouts, strikes, or labour disputes (whether or not relating to either party’s workforce); restraints or delays affecting carriers; inability or delay obtaining supplies of adequate or suitable materials; materials or telecommunication breakdowns; or power outages.

WIM will not be responsible for monetary damages, credits, or discounts, because of late deliveries.

(b) Customer-provided Tools and/or Material Specification. WIM bears no responsibility for acceptability of products produced using Customer-provided tools or raw materials specified by Customer.

(c) Partial Shipments. Customer acknowledges that partial shipments may be made against any order and invoicing shall follow each shipment.

Invoice Payments

WIM may terminate or suspend all current and future production if Customer fails to pay invoices within stated terms. All invoice amounts not paid when due will be subject to a late charge at the monthly rate of one and a half percent (1.5%). Customer shall be responsible for WIM’s costs and expenses of collection, including reasonable attorneys’ fees. All invoices, including but not limited to invoices for services rendered, tool and mould repairs or improvements, finance charges, etc., must be paid in full before WIM will release any tooling, moulds, fixtures, or product.

Title and Risk of Loss

Title and risk of loss passes to Customer upon delivery of the goods, tooling, or moulds at the delivery point. WIM shall not be responsible for goods, tooling, or moulds upon delivery at the delivery point.

(a) General Lien. WIM shall have a general and continuing lien and a security interest under UK law in all property (and documents relating thereto) of Customer in its possession, custody, control, or in transit, or coming into WIM’ actual or constructive possession or control, for monies owed to WIM with regard to the shipment on which the lien is claimed, prior shipments and/or both, including for all charges, expenses, or advances incurred by WIM in connection with any work performed for the Customer.

(b) Notice. WIM shall provide written notice to Customer of its intent to exercise its rights, the amount of monies due and owing, as well as any on-going storage or other charges. Customer shall notify all parties having an interest in its property of WIM’ rights and/or the exercise of such lien and rights.

Tooling/Mould Storage

Unless otherwise requested, WIM will provide no cost storage for Customer’s tooling and/or moulds. WIM’ liability with respect to such tooling and moulds is limited to its gross negligence or wilful misconduct.

Warranty

WIM warrants that the goods to be sold under this Agreement will conform to the description of the goods as provided to or by Customer, and will be of WIM’s standard quality. Customer represents that it has used its own independent skill and expertise in connection with the selection and use of the goods purchased pursuant to this Agreement, and that it will independently determine the suitability for each use for which it is purchased. THIS WARRANTY IS EXCLUSIVE, AND EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, CSL MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO WAIVER, ALTERATION, ADDITION, OR MODIFICATION OF THIS WARRANTY SHALL BE VALID UNLESS MADE IN WRITING AND SIGNED BY AN OFFICER OF CSL. IN THE EVENT THE GOODS ARE NOT IN COMPLIANCE WITH THIS WARRANTY, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY SHALL BE A CREDIT FOR THE COST OF THE GOODS OR, AT CSL’ OPTION, REPLACEMENT OF THE GOODS. CSL, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, AND EMPLOYEES SHALL UNDER NO CIRCUMSTANCES, WHETHER FOR A FAILURE OF ITS LIMITED REMEDY OR OTHERWISE, BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR SPECIAL, INCIDENTAL, DIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES EVEN IF CSL HAS BEEN ADVISED OF OR SHOULD REASONABLY ANTICIPATE THE POSSIBILITY OF SUCH DAMAGES. This warranty shall not be effective if WIM has determined, in its sole discretion, that Customer has misused the goods in any manner, has failed to use the goods in accordance with industry standards and practices, or has failed to use the goods in accordance with instructions, if any, furnished by WIM. All warranty claims must be brought within one year of shipment, regardless of their nature.

Intellectual Property

By submitting to WIM any art concept or design (“Submitted Design”), Customer represents and warrants that it currently owns, or has rights sufficient to authorize WIM’s use and/or reproduction of, any and all intellectual property incorporated in the Submitted Design, that the Submitted Design does not infringe any trademark, copyright, design patent, or other intellectual property right of anyone else, and that there are no known claims adverse to its ownership of the Submitted Design. WIM assumes no liability for infringement of any trademark, copyright, design patent, or other intellectual property in relation to its use or reproduction of the Submitted Design. WIM will not disclose to Customer at any time any of WIM’s proprietary and other information in connection with WIM’s manufacture of goods or in connection with the return of Customer tooling and/or moulds including, without limitation, the identity of any of its suppliers including, without limitation, the supplier of any components to complete the manufacture of any goods.

Indemnification

Customer shall, at its expense, defend, indemnify, and hold harmless WIM, its parents, subsidiaries, and assigns, and their respective officers, directors, shareholders, employees, and agents from and against any and all claims, demands, actions, proceedings, judgments, orders, liabilities, damages, losses, costs, and expenses, including reasonable and actual attorneys’ fees, which are incurred by WIM as a result of Customer’s alleged breach of a representation, warranty, covenant, or other obligation contained in these Terms, and/or which may arise in connection with Customer’s use, distribution, marketing, or sale of any product produced by WIM.

Inspection and Rejection of Nonconforming Goods

Notice of any discrepancies, quality issues, or other problems must be made in writing to WIM within 3 business days from date of delivery. Customer will be deemed to have accepted the goods unless it notifies WIM in writing of any nonconforming goods within 3 days from the date of delivery. If timely notice is given and the parties agree, a credit note will be raised

Waiver and Modification

No waiver by WIM of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by WIM. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. WIM reserves the right to modify or add to these Terms at any time and from time to time. Modifications and additions shall be effective as to all pending and future transaction occurring after the same are received by Customer.

Assignment

Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of WIM. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.

Compliance with Law

Customer shall comply with all applicable laws, regulations, and ordinances. Customer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Customer shall comply with all export and import laws of all countries involved in the sale of the products under this Agreement or any resale of the products by Customer. Customer assumes all responsibility for shipments of products requiring any government import clearance. WIM may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on the products.

Relationship of the Parties

The relationship of the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

No Third-party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

Governing Law

This is the sole and complete agreement between the parties regarding the subject matter of this agreement and may not be modified or amended except by a writing signed by an officer of WIM. All matters relating to this agreement shall be governed by the laws of the United Kingdom of Great Britain and Northern Ireland, without regard to its conflict of laws rules, and exclusive jurisdiction, sole venue, and forum for all such matters shall be in courts located in the United Kingdom of Great Britain and Northern Ireland

Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.