Terms and Conditions
1.0 Definitions
1.1 Buyer means any limited company or organisation who
buys or agrees to buy the goods from the Seller.
1.2 Conditions means the terms and conditions of the sale
out in this document and any special terms agreed in writing by the
Seller.
1.3 Delivery Date means the date specified by the Seller
when the goods are to be delivered.
1.4 Goods means the articles, which the buyer agrees to buy
from the Seller.
1.5 Price means the price for the goods excluding carriage,
packing, insurance, site work, commissioning and V.A.T.
1.6 Seller means Absolute Vacuum Services Ltd
2.0 General
2.1 These conditions shall apply to all contracts for the sale
of Goods by the Seller to the Buyer to the exclusion of all other
terms and conditions including any terms or conditions which the
buyer may purport to apply under any purchase order which
confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the
Buyer to purchase Goods pursuant to these conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive
evidence of the Buyers acceptance of these conditions.
2.4 Any variation of these conditions (including any special terms
and conditions agreed between the parties) shall be inapplicable
unless agreed in writing by the Seller.
3.0 The Price and Payment
3.1 The price shall be the Sellers quoted price (or the price
set out overleaf). The price is exclusive of V.A.T., which shall be
due at the rate ruling on the date of the Seller's invoice.
3.2 Payment of the price and V.A.T. shall be due within 30 days of
the date of the invoice (time for payment shall be of the
essence).
3.3 Interest on overdue invoices shall accrue from the date when
payment becomes due from the day to day until the date of payment
at a rate of 2% above Base rate of from time to time in force and
shall accrue at such a rate after as well as before any
judgement.
4.0 The Goods
4.1 The quantity and description of the Goods shall be as set
out in the Seller's quotation.
4.2 The seller may from time to time make changes in the
specification of the Goods which are required to comply with any
applicable safety or statutory requirements or which do not
materially affect the quality or fitness for purpose of the
Goods.
5.0 Warranties and Liability
The seller warrants that the goods will at the time of delivery
correspond with the description given by the Seller. All other
warranties conditions or terms relating to the fitness for purpose,
merchantability or condition of the Goods whether implied by
statute or Common Law or otherwise are excluded.
6.0 The specification and Design of the Goods (including the
copyright, design or other intellectual property in them) shall as
between the parties be the property of the Seller. Where any
designs or specifications have been supplied by the Buyer for
Manufacture by or to the order of the Seller then the Buyer
warrants that the use of those designs or specifications for the
manufacture, processing, assembly or supply of the Goods shall not
infringe the rights of any third party.
7.0 Delivery of the Goods
7.1 Delivery of the Goods shall be made to the Buyers address on
the Delivery
Date. The Buyer shall make arrangements necessary to take the
delivery of the Goods whenever they are tendered for
delivery.
7.2 The Seller shall not be liable for any loss or damage
whatsoever due to the
Failure by the Seller to deliver the goods (or any of them)
promptly or at all.
7.3 Notwithstanding that the Seller may have delivered or failed
to deliver the Goods (or any of them) promptly the Buyer shall be
bound to accept delivery of and pay for the Goods in full provided
they shall be delivered within any time up to three months from the
delivery Date.
8.0 Acceptance of the Goods
8.1 The Buyer shall be deemed to have accepted the Goods 24
hours after delivery to the Buyer.
8.2 After acceptance the Buyer shall not be entitled to reject the
Goods, which are not in accordance with the Contract.
9.0 Title
9.1 The Goods shall be at the Buyers risk as from delivery
9.2 in spite of delivery having been made property in the goods
shall not pass from the Seller until:
(a) The Buyer shall have paid the Price plus V.A.T. in full
and
(b) No other sums whatever shall be due from the Buyer to the
Seller.
9.3 Until property in the Goods passes to the Buyer in accordance
with Clause 9.2 the Buyer shall hold the Goods and each of them on
a fiduciary basis as bailee for the Seller. The Buyer shall store
the Goods (at no cost to the Seller) separately from all other
goods in its possession and marked in such a way that they are
clearly identified as the sellers property.
9.4 Notwithstanding that the goods (or any of them ) remain the
property of the Seller the Buyer may sell or use the Goods in the
ordinary course of the Buyers business at full market value for the
Account of the Seller. Any such sale or dealing shall be a sale or
use of the Sellers property by the Buyer on the Buyers own behalf
and the Buyer shall deal as principal when making such sales or
dealings.. Until property in the Goods passes from the Seller the
entire proceeds of sale or otherwise of the Goods shall be held in
trust for the Seller and shall not be mixed with other money or
paid into any overdrawn Bank Account and shall be at all material
times identified as the Sellers money.
9.5 The Seller shall be entitled to recover the Price (plus VAT)
notwithstanding that the property in any of the Goods has not
passed from the Seller.
9.6 Until such time as property in the Goods passes from the
Seller the Buyer shall upon request deliver up such of the Goods as
have not ceased to be in existence or resold to the Seller. If the
|Buyer fails to do so the Seller may enter upon any premises owned,
occupied or controlled by the Buyer where the Goods are situated
and repossess the Goods. On making of such request the rights of
the Buyer under clause 9.4 shall cease.
9.7 The Buyer shall not pledge or in any way charge by way of
security for any indebtness any of the Goods, which are the
property of the Seller. Without prejudice to the other rights of
the Seller. If the Buyer does so all sums whatsoever owing by the
Buyer to the Seller shall forthwith become due and payable.
9.8 The Buyer shall insure and keep insured the Goods to the full
Price against all risks to the reasonable satisfaction of the
Seller until the Date that the property in the Goods passes from
the Seller, and shall whenever requested by the Seller produce a
copy of the policy of insurance. Without prejudice to the other
rights of the Seller, if the Buyer fails to do so sums whatever
owing by the Buyer to the Seller shall forthwith become due and
payable.
10.0 Remedies of Buyer
10.1 Where the Buyer rejects any Goods then the Buyer shall have
no further rights whatever in respect of the supply to the Buyer of
such Goods or the failure by the Seller to supply Goods which
conform to the contract of sale.
10.2 Where the Buyer accepts or has been deemed to have accepted
any Goods the Seller shall have no liability whatever to the Buyer
in respect of those Goods.
10.3 The Seller shall not be liable to the Buyer for late delivery
or short delivery of the Goods.
11.0 Cancellation
In the event of cancellation of a contract by the Buyer after
the issue of the Sellers confirmation the Buyer will on demand pay
to the Seller as liquidated damages the actual costs incurred by
the Seller pursuant to the contract up to the date of receipt of
notice of cancellation together with a sum not exceeding 20% of the
contract price by way of contribution to overheads and loss of
profit. V.A.T. on such sum will be paid by the Buyer where
applicable. IN ANY EVENT cancellation cannot be accepted by the
Seller after the manufacturing process has commenced and the full
price is payable.
12.0 Alteration to the order
The Seller will not accept any responsibility where the Buyer
has incorrectly specified any dimensions materials or
specifications.
13.0 Proper Law of Contract
This contract is subject to the law of England and Wales.
