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Terms and conditions
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
General.
2/1These
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.
2/2All orders
for Goods shall be deemed to be an offer by the Buyer to purchase Goods
pursuant to these conditions.
2/3Acceptance
of delivery of the Goods shall be deemed conclusive evidence of the Buyers
acceptance of these conditions.
2/4Any
variation of these conditions (including any special terms and conditions
agreed between the parties) shall be inapplicable unless agreed in writing by
the Seller.
- The Price and Payment
3/1The 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.
3/2Payment 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).
3/3Interest
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.
- The Goods
4/1The
quantity and description of the Goods shall be as set out in the Seller’s
quotation.
4/2The 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.
- 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.
- 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.
- Delivery of the Goods
7/1Delivery
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.
7/2The 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.
7/3Notwithstanding
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.
- Acceptance of the Goods
8/1The Buyer
shall be deemed to have accepted the Goods 24 hours after delivery to the
Buyer.
8/2After
acceptance the Buyer shall not be entitled to reject the Goods, which are not
in accordance with the Contract.
- Title
9/1The 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.
9/3Until
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.
9/4Notwithstanding
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.
9/5The 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.
9/6Until 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.
9/7The 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.
9/8The 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.
- Remedies of Buyer
10/1Where 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.
10/2Where 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.
10/3The Seller shall not be liable to the Buyer for late delivery or
short delivery of the Goods.
11.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.Alteration to the order
The Seller will not accept any responsibility where the Buyer has
incorrectly specified any dimensions materials or specifications.
13.Proper Law of Contract
This contract is subject to the law of England and Wales
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