In these conditions the following words shall have the following meaning: The “Buyer” shall mean the corporate entity, firm or person seeking to purchase goods or services from the company; The “Company” shall mean Applications Engineering Ltd; The “Contract” shall mean any contract for goods or services made between the company and the buyer.
2. The Contract
2.1 These conditions shall be incorporated into each and every contract made between the Company and the Buyer and
- shall apply to the exclusion of any terms or conditions put forward by or on behalf of the Buyer and
- shall not create any agency or partnership between the Company and the Buyer or any third party..
2.2 No variation or waiver of or in addition to these conditions whether written or oral shall have effect unless and until authorised in writing by the company.
2.3 Quotations whether written or oral submitted by the Company shall be deemed for guidance only and do not constitute an offer.
2.4 Any order given in respect of a quotation must state the date and reference of that quotation and if applicable address for delivery.
3. Time Limits
Any time or date quoted by the Company for delivery or collection of all or any of the goods or performance of any of the services is an estimate only and the Company shall not be liable for any failure to meet any such estimate nor for any loss, financial or otherwise resulting directly or indirectly therefrom. Time is not and shall not be of the essence to the Contract.
4. Collection and Delivery
4.1 The Buyer shall collect the goods from the Company premises. Where it is agreed that the Company shall deliver or procure delivery of the Goods when ready it shall do so at the risk and the cost of the Buyer to such address in United Kingdom as the Buyer may specify or if no such address is specified, to any address of the Buyer to which correspondence and/or goods may have previously have been sent under the Contract. The manner of the delivery shall be such as the Company in it’s sole discretion shall deem appropriate.
4.2 If the Buyer is unable to effect delivery on arrival at the Buyers premises for any reason whatsoever an additional charge for any return or subsequent visit will be made.
5. Loss or Damage in Transit
5.1 The Buyer is under a duty wherever possible to inspect the Goods on delivery or on collection (as the case may be).
5.2 Where the Goods cannot be examined on delivery the carriers note or such other note (as the case may be) shall be marked by the Buyer at time of delivery, “not examined”.
5.3 The Company shall be under no liability whatsoever for any defects or shortages aforesaid unless notified in writing of details within 48 hours following receipt.
5.4 In all cases where defects or shortages are complained of, the Company shall be under no liability to the Buyer in respect thereof unless a reasonable opportunity to inspect the Goods is provided to the Company by at least 48 hours notice in writing before any use is made thereof or any alteration or modification is made thereto by the Buyer.
5.5 The Company shall make good any defects or shortages in accordance with the terms of the condition but otherwise shall be under no liability whatsoever, whensoever or howsoever arising whether by way of negligence or otherwise for such defects or shortage.
6. Cancellation by the Buyer
6.1 No cancellation of the whole or any part of any order whether it is an order by instalment or otherwise by the Buyer is permitted except where agreed in writing by the Company.
6.2 Goods once delivered may not be returned unless authorisation has been given as specified in 6.1 and provided the following conditions apply.
6.2.1 Goods will only be accepted if they are brand new and in an unused condition.
6.2.2 Packaged items will only be accepted if the package remains unbroken and in a resaleable condition.
6.2.3 Goods will only be accepted if returned within three weeks of the date of collection or delivery.
6.2.4 The invoice number and date together with reason for return must be stated.
6.2.5 The company reserves the right to apply a cancellation/restocking charge of 15% on standard items. On customer specific products (specials), the company may not accept returns/cancellations once the goods have been manufactured.
7.1 Any price quoted by the Company is based upon current price ruling as at the date appearing on the quotation but the actual price to be charged to the Buyer under Contract shall be based upon such ruling price (less any discount allowed by the Company) current as at the date of invoice and shall include the cost to the Company of any carriage, insurance and/or storage effected by it in connection with the Buyer’s order. In accordance with the terms of this condition the Company shall be entitled at any time up to the date of the invoice to vary the price quoted to the Buyer.
7.2 Unless otherwise expressly stated in writing all prices are exclusive of VAT and any similar taxes, levies or duties.
8. Payment Terms
Payment for goods or services is due within 30 days from invoice date.
Risk in the Goods shall pass to the Buyer when the Goods are despatched by the Company or collected by the Buyer or his agent.
10.1 Notwithstanding the passing of risk under condition 9 unless and until payment shall have been made to the Company of all sums due to it under the Contract and/or under any Contract between the Buyer and the Company on any account whatsoever, property in and beneficial title to the Goods shall remain in the Company and
10.2 The Buyer shall store the Goods separately from all other goods and products and in such a way they can be readily identified as being the property of the Company.
11. Termination and Suspension
Without prejudice to any rights and remedies available to it whether under Contract or otherwise, the Company shall be entitled in its absolute discretion and upon giving to the Buyer written notice of it’s intention to do so either to terminate wholly or in part the Contract and/or any other Contract with the Buyer or to withhold or vary performance of all or any of its obligations under the Contract and/or any other Contract in any one or more of the following events:
11.1 If any sum owing to the Company from the Buyer on any account whatsoever shall be unpaid after the due date for payment, the Company shall henceforth have a general lien for any such sum on all and any property of the Buyer in its possession.
11.2 If the Buyer shall refuse to take delivery or collect the Goods in accordance with the terms of the Contract.
11.3 If the Buyer shall commit an act of insolvency or bankruptcy.
11.4 If the Buyer shall commit any breach of any Contract with the Company.
11.5 If the Company in good faith shall have doubts as to the solvency of the Buyer.
11.6 If the Buyer refuses to permit or hinder performance of the Company’s obligations under Contract.
11.7 If the Buyer shall exceed the credit limit agreed between him and the Company from time to time the Company reserves absolutely the right to exercise its rights of suspension thereunder. The Company shall be entitled to require as a condition of resuming performance under the Contract payment of such proportions of the sums or sum outstanding.
12. Warranty and Liability
12.1 The Company is not a manufacturer. Where Goods sold by the Company are the subject of a manufacturers warranty, the Company shall extend such warranty to the Buyer for the duration thereof provided that the Buyer does not in any way invalidate such warranty and any complaint relating to the Goods is notified to the Company in accordance with these conditions. The Buyer shall indemnify the Company against all costs incurred by the Company in connection with warranty claims rejected by manufacturers.
12.2 Over and above 12.1 above, the Company may at its sole discretion make good by reimbursement or replacement any defective Goods provided that:
12.2.1 The Buyer shall be responsible for ensuring that Goods are for the purpose for which he wishes to use them and the Company gives no warranty (and none shall be implied) that the Goods are fit for any particular purpose and
12.2.2 The defect in question shall have appeared within 12 months after the Buyer shall have taken possession of the Goods and shall have thereupon promptly notified in writing to the Company and
12.2.3 Any Goods alleged to be defective shall be stored in a safe place by the Buyer until such time as the Company authorises their disposal in writing and
12.2.4 Any Goods alleged to be defective shall if so required by the Company, be promptly returned at Buyer’s risk and expense to the Company’s works for inspection and the Company shall in reasonable opinion consider them to be defective solely by reason of faulty design, materials and/or workmanship and
12.2.5 No attempt shall have been made by the Buyer or by any third party to remedy any defect before, if so required by the Company, the Goods in question shall have been returned to the Company for inspection.
12.3 The Company shall not be liable for any claim or claims relating to any breach of warranty express or implied brought after twelve months of the date the Contract was made. The liability of the Company is also subject to compliance by the Buyer with all terms contained in this clause 12. Apart from such reimbursement, replacement or repair the Company it’s employees and agents shall be under no liability to the Buyer or to any third party for any injury, loss or damage of any kind whatsoever, howsoever or wheresoever arising or arisen and whether direct or indirect including without limitation and injury loss or damage arising out of and/or incidental to
12.3.1 Any negligence of the Company and/or any of its employees and/or agents (except in so far as such negligence may result in death or personal injury) and/or
12.3.2 The Company’s performance of and/or failure to perform and/or breach of any of its obligations whether express or implied under the Contract and/or otherwise and/or
12.3.3 The supply, installation, repair and/or maintenance of any of the Goods and/or
12.3.4 Any defect in any of the Goods and/or
12.3.5 Any advice given and/or representation made by the Company or on its behalf in relation to the nature, quality, specification, design, performance, use and/or installation, of any of the Goods.
12.3.6 Any performance of any services.
12.4 The terms of this condition replace all conditions, warranties, representations, statements, liabilities and other terms whatsoever implied by common law, statute and/or otherwise all of which shall be excluded to the extent allowed by law and the Company shall in relation to the Goods and services have no obligation to the Buyer either arising by statute or in tort or in Contract and whether arising out of any negligence of the Company and/or its employees and/or agents other than the express obligations contained in these conditions or in any other document expressly incorporated in writing into the Contract. Accordingly it shall be for the Buyer to insure against any liability arising from the performance or service and from it, use of the Goods.
13 Third Party Claims
The Buyer shall indemnify the Company in full against any liability whatsoever ( including any liability base in the negligence of the Company where the Buyer buys in the course of a business, any liability which the Company may incur whether by court proceedings or by a bona fide out of court settlement as a result of a claim against the Company under Part 1 of the Consumer Protection Act 1987 in respect of alleged defect in the Goods or arising as a result of any warranty given by the Buyer to any third party whether such warranty is imposed by statute on or otherwise required of the Buyer) together with all and any taxation on any and every payment made by the Buyer to this indemnity which it may incur resulting from any claim made against the Company by any third party including without limitation any employee or agent of the Buyer or any subsequent buyer or hirer or other bailee of the Goods arising or arisen directly indirectly out of the performance and/or any non-performance and/or breach of the Contract and/or otherwise out of or connected with the manufacturer and/or supply of the Goods and without limitation of any loss caused directly by the Goods during transit or any of them or the provision of any services.
14. Force Majeure
The Company shall have no liability whatsoever for any failure to perform or for any delay in the performance of any of its obligations under the Contract arising wholly or in part by reason of any factor beyond its direct control.
Any notice required to be given in writing under the Contract shall be given either by telex or facsimile transmission or by first class post addressed to the registered office of the party by reason of any factor beyond its direct control.
16. Governing Law
This Contract shall be governed by English Law.