ADVANCED INDUSTRIAL PRODUCTS LIMITED

TERMS AND CONDITIONS OF SALE

 

1.INTERPRETATION

 
In these Conditions the following expressions will have the following meanings:-
The Seller: Advanced Industrial Products Ltd
The Buyer: The person, firm or Company contracting to buy goods and/or services from the Seller.
The Goods: The goods/services which are to be sold by the Seller to the Buyer.
The Contract: The contract for the sale of the goods or services by the Seller to the Buyer.
Conditions: The standard terms and conditions set out in this document become the agreement between the Seller and the Buyer.
 

2. CONSTRUCTION OF CONTRACT

A) These Conditions shall apply to all Contracts of sale (and to any ancillary services) between the Seller and the Buyer.
B) The terms of the Contract shall consist of the Particulars of Contract these Conditions of Sale and any other terms agreed in writing by the seller. In the event of any discrepancy between the Particulars of Contract and these Conditions the Particulars of Contract shall prevail.
C)No Terms contained in any document issued by the Buyer or any Oral communication between the parties shall apply to the Contract nor shall these conditions or the Particulars of Contract be modified without the written agreement of the Seller.
D)In order that the Contract shall be a complete statement of the understanding between the parties with regard to the Sale of Goods, the buyer must ensure that any pre-contractual representation on which it wishes to rely has been expressly incorporated into the contract by written agreement with the Seller. In entering into the Contract, the Buyer does not rely upon any such representation made by or on behalf of the Seller which has not been so incorporated.
E) Descriptions and illustrations of the goods submitted with any quotation, or contained in any catalogue, are only a general representation of the goods and are not intended to be reliable with regard details, as improvements are constantly being made.
 
3. QUOTATIONS AND ORDERS

A) Unless accepted before lapse or withdrawal, quotations made by the Seller shall automatically lapse after 60 days, but may be withdrawn earlier.

B) The Seller’s quotation is merely an invitation to treat. There shall be no contract until the seller has accepted the Buyer’s order in writing, and no employee or agent of the Seller has authority to contract in any other manner.

 
4. DELIVERY
A) Unless otherwise stated delivery shall be ex-works.

Any time for despatch specified in the Contract (“despatch time”) shall be reckoned from the later of :

•The date of the Sellers acceptance of the Buyers order

•The date of receipt by the Seller of all the necessary licenses and contracts and,

•The date of receipt by the Seller of any advanced payments stipulated.

B) Although the Seller will endeavour to complete the Contract within any specified despatch time, because of the possibility of delays on the part of the Seller’s suppliers and production difficulties, that time is an estimate and not a term of the Contract.

C) Any despatch time specified shall be extended by any period during which the  manufacturer or delivery of goods is delayed due to Fire, Explosion, Flood, Storm, Tempest, Sabotage, Strikes, (official or unofficial), Riot, Invasion, Acts of war, (whether declared or not), shortage of labour, power or materials, delay by the Seller’s suppliers, civil commotion, accidents, plant breakdown, seizure or other action by or compliance with an order of apparently competent authority, and, any other event or circumstances beyond the control of the Seller, irrespective of the jurisdiction in which any of the foregoing events or circumstances shall arise.

D) If any specified despatch time is so extended by more than 60 days then the Buyer shall be entitled to give notice to the Seller requiring the goods to be despatched within 30 days of the date of such notice, following the expiry of which period the Buyer shall, as its sole remedy,  have the right to give further written notice determining the contract forthwith in respect of such of the Goods as shall not then be ready for despatch but this right shall not be  exercisable if the extension of the delivery time is attributed to any act of default on the part of the Buyer. The buyer shall take and pay for at the rate of the Contract price such of the Goods as shall at the date of such termination be ready for despatch.

E) The Seller shall be entitled to deliver the Goods by instalments and to invoice each instalment separately.

F) The delivery of greater or lesser quantity of the goods than the quantity provided for in the contract or the delivery of goods only

  some of which are defective, shall not entitle the Buyer to reject all the goods delivered or to terminate the  contract in whole or

  in part. Any claim in respect of error in quantity or type of goods or in respect of the condition of the goods delivered must be made

  in writing to the Seller within 10 days of receipt of the Goods by the Buyer.

G) Any damage to the goods in transit must be reported to the Seller within 3 days of receipt of the goods by the Buyer. The buyer must notify the Seller immediately if any goods are not received by the Buyer within 3 days of the date of despatch, as notified bythe Seller.

H) If the Seller agrees to arrange carriage or insurance during transit on behalf of the Buyer, all charges and expenses in connection therewith shall be invoiced to the Buyer and, unless otherwise specified in the Sellers invoice, paid within the period specified in Condition 7(a). Notwithstanding any statutory provision to the contrary, the Seller shall not be liable for the suitability of the Terms of any such carriage or for the adequacy of, or omitting to affect, any such insurance.

 
5. PROPERTY AND RISK
A) The risk in the goods shall pass to the Buyer upon delivery in accordance with Incoterms 1980.

B) Where the risk in the goods passes during transit and the goods are damaged in transit in such circumstances that it is not possible to ascertain when the damage occurred, then it shall be deemed to have occurred after the risk of goods has passed.

C) The property in the goods shall pass to the buyer upon discharge of all outstanding indebtedness of the buyer to the seller under the contract or otherwise. If the buyer shall fail to pay any part of the contract price when it becomes due, or upon the occurrence of any such event of default as is referred to in Clause 9 below, the seller shall be entitled to recover possession of the goods at any time thereafter and shall for that purpose be entitled to enter into any premises where the goods may be situated. The Buyer shall execute all such documents and give to the Seller all such assistance as the Seller may require, in order to register the Sellers interest in the goods in the Buyers country, or which might otherwise be necessary in order to preserve and protect the Sellers interest in the goods. The Seller shall nevertheless be entitled, at any time, to pass the property in the goods to the Buyer by giving to the Buyer written notice to that effect. So long as the Seller shall not have become entitled to recover possession of the goods pursuant to the above provisions, the Buyer shall be entitled to dispose of the goods in the ordinary course of the Buyers business, but for the account of the Seller, and on condition that the Buyer has a fiduciary duty to account to the Seller for the proceeds of such disposal, provided that the Buyer can retain an excess of such proceeds over the amount of the Buyers outstanding indebtednessto the seller.

6. PRICES
A) Unless otherwise agreed in writing, prices for the goods shall be ex-works, and shall be exclusive of VAT, United Kingdom export duties, overseas import duties, carriage, and insurances. Taxes or duties levied on the Seller in the Buyers country with reference to the goods, and any other ancillary costs, in respect of all of which the Seller shall be entitled to make additional charges.
B) Notwithstanding any quotations or any other statement as to the price which may have been given in, or in conjunction with, the contract, the contract price shall be the Sellers list price prevailing at the date of acceptance by the Seller of the Buyers order.
 
7. PAYMENT
A)Unless otherwise specified in the invoice the contract price is to be paid within 30 days of the date of invoice.
B) Unless otherwise agreed in writing by the Seller all payments shall be made in the currency in which they are invoiced.
C) Payments shall be made directly to the Seller or to the Sellers bank as directed. The Buyer shall not be entitled to withhold payment of any amount due to the Seller under the Contract by reason of any payment, credit, set-off, counterclaim, allegation of incorrect or defective goods, or for any other reason whatsoever which the buyer may allege excuses him from performing his obligations under the contract.
D) The Seller shall be entitled to charge interest on any overdue sum at the rate of 5%, per annum above the base lending rate for the time being of Barclays Bank Limited from the Due date until the date of actual payment unless the maximum rate of interest legally permitted is lower in which case the lower rate shall apply.
 

8. WARRANTIES AND EXEMPTIONS.

A) In the event of the delivery of defective goods or articles not answering to the contractual description (other than goods manufactured to the specification of the Buyer or his agent) then provided that the Buyer is not in breach of any of its obligations to the Seller under this or any other contract, the Seller shall, at its own expense replace the defective goods or incorrect items. However the Seller shall not be obliged to replace the goods where such defects are attributable to damage in transit (where the goods are at the Buyers risk), or any action, omission or neglect of the Buyer or his agent. If the Seller shall be unable to replace such goods so as to remedy the defects, the Buyer shall, instead, be entitled to reject the incorrect items or defective goods, and to have refunded such part of the purchase price as may have been paid and which is attributable to the incorrect or defective items. The Buyer must give the Seller notice of any alleged defect as soon as it becomes apparent, and in any event within the applicable warranty period. The Buyer shall (unless otherwise instructed by the Seller) retain the goods at the Buyers premises for inspection by the Seller, and give the Seller adequate facilities to investigate the complaint at the Buyers premises. If the Seller so requests, the Buyer shall, at his own expense, return the incorrect or defective items to the Seller. However, if the Seller is liable to replace such defective items pursuant hereto, the Seller shall reimburse the Buyers reasonable carriage expenses in connection therewith. For the purpose of this condition, the “warranty period” shall mean the shelf-life stated in the Technical Data Sheet (or other publication issued by the Seller), subject to the goods being stored according to our recommendations. Full details on request.

B) The provisions of sub-clause (a) above shall constitute the entire rights of the Buyer in respect of incorrect articles or defective goods, and except as expressly stated above there shall be excluded form the contract any warranty, condition or statement express or implied, statutory or otherwise as to merchantable quality of the goods or their fitness for any particular purpose, which is required to be tested and approved by the Buyer to satisfy that the goods/service purchased are fit for their purpose.
 

9. INSOLVENCY AND DEFAULT.

A) For the purposes of this clause and clause 3(c), a “default” shall have occurred if the Buyer becomes or appears to the Seller to be about to become bankrupt, dies, goes into liquidation (or appears to the seller to be about to go into liquidation), suffers the appointment of a receiver, fails to pay his/its debts when they become due, makes any arrangement with creditors, or is in breach of any term of the contract.

B) In the event of any default, the Seller shall be entitled:-
•To postpone delivery ( both in respect of the contract) in question and any other contract with the Buyer for so long as the default

 shall continue; and/or
•To terminate the contract ( and any other contract with the Buyer) and to recover from the Buyer:-

1) Payment for all deliveries already made and
2) Payment for the cost of labour and materials already expanded for the purpose of future deliveries (less any allowance of the

   value thereof as utilised by the Seller for other purposes), and
3) A sum equivalent to the Sellers loss of profit arising out of the termination of the Contract.

C) In the event of any default, then notwithstanding any payment terms which may have been agreed, the whole of the outstanding amount of the purchase price shall become due for payment immediately.
D) The exercise by the Seller of any rights referred to in sub clause (b) of this clause shall not affect its entitlement to exercise any other rights which it may have, whether under these conditions or otherwise.
 
10. PATENTS
A) Where any of the goods or their packaging are produced to the Buyers specification, the Buyer shall indemnify the Seller against all action, claims, costs, damages or losses arising from any infringement of any patent, registered design, trade mark, copyright or any similar protection in respect of the goods or packaging so produced.
B) Any reference by the Seller to patents, copyrights, registered designs, trademarks and analogous forms of protection shall not constitute a warranty of the validity thereof.
 
11. CANCELLATION

The contract may be cancelled by the Buyer only with the Sellers written consent. In the event of such cancellation the Buyer shall pay to the seller a cancellation charge equal to a mutually agreed per cent of the Contract Price, usually not less than 20 per cent.

 
12. EXCLUSION OF DAMAGES

The Buyers rights (if any) in respect of late delivery or non-delivery of the goods shall be limited to those set out in Clause 4 thereof, and the Buyers rights in respect of defective goods and articles delivered which do not answer to the contractual description shall be limited to those set out in Clause 8 above. The Seller shall in no circumstances whatsoever be liable to the Buyer for any loss or damage of whatsoever magnitude sustained by the buyer whether it results directly and naturally in the ordinary course of events from any breach of contract of any nature whatsoever by the Seller, whether it results from such breach under special circumstances made know to the Seller, or whether it be indirect, consequential or of any other nature whatsoever, including (without limitation) loss of production of use, loss of anticipated savings or profits or anticipated profits or damages of any third party claimed against the Buyer, or damage of any nature whatsoever caused by the goods or any items supplied by the Seller to the Buyer.

 
13. NOTICES

Any notice required or authorised to be given hereunder shall be in writing and may be served by telex, cable, airmail letter sent to the last known address of the party to be served and shall be deemed to be served in the case of a telex at the time of sending, in the case of a cable twenty-four hours and in the case of a letter seven days after the proven despatch, providing that any other mode of service shall be valid if the said notice or other communication is actually received by the addressee.

 
14. LAW AND JURISDICTION

The proper law of the contract shall be English law, and any disputes arising there under shall be dealt with exclusively by the Courts of England, except that the Seller shall be entitled to bring proceedings against the Buyer in the courts of jurisdiction where the buyer resided or carries on business.

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