Conditions Of Sale Details
CONDITIONS OF SALE
1. In these Conditions of Sale:
“The Company” means Advantage Technologies Ltd “the Buyer” means the person, firm or company ordering or buying goods from the Company.
“The goods” mean the goods or the subject matter of the relevant order or contract for sale.
2. No contract in respect of the goods between the company and the buyer shall exist until the company has accepted the buyer’s order. In the event that the buyer’s order is accepted by the company (whether or not such acceptance is accepted by formal order acknowledgement) the order shall be deemed to be a fresh offer by the company on the basis of these conditions. In which event (unless these conditions are accepted by the buyer prior to delivery) acceptance of the company’s offer and the contract of sale shall be formed at that moment. No conditions or terms stipulated in any other communication or document shall vary or annul any of those conditions except insofar as the same are expressly consented to in writing by the company.
3. Quoted prices include the cost of normal packaging but exclude delivery, transit insurance (which are charged at extra cost) VAT or installation charges (where applicable). Any work carried out in addition to that specified in the relevant quotation or order, whether experimentally or otherwise, shall be charged. Quotations are valid for 14 days from date of quotation.
4. The prices for the goods shall be those ruling at the date of despatch and the company reserves the right to amend its quoted prices at any time prior to the date of despatch.
DESPATCH AND PAYMENT
5. (a) Unless otherwise specified the price quoted is not inclusive of delivery. An extra charge will be levied to cover delivery to a different address.
(b) Should expedited delivery be agreed an extra charge may be levied to cover any overtime or any other additional cost involved.
(c) Should work be suspended at the request of or delayed through any default of the buyer for a period of 30 days the company shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.
CREDIT POLICY AND PAYMENT INFORMATION
6.We are pleased to offer credit terms to qualifying parties. Our credit terms are 14 days net from date of invoice. Works relating to supply and installation of goods are subject to the following, 25% of order value invoiced upon delivery, 50% of order value invoiced seven (7) days after delivery, 90% of order value invoiced upon completion of works, final balance of 10% invoiced seven (7) days after completion of all works excluding extra works or supplies to contract.
Orders that relate to Construction Industry Schemes (CIS) schemes are exempt to these terms upon proof of the same. Accounts with overdue balances will be placed on credit hold. This means that no further goods will be shipped and all support and repair/warranty services withdrawn until the account is brought into order.
RETENTION OF TITLE
7. (a) The equipment shall remain the property of the Company until payment in full has been made for all sums payable to the Company (including those sums which have not yet fallen due for payment) under all contracts between the Company and the Customer.
(b) The Customer shall hold all equipment property in which remains in the Company as bailee for the Company. Further it shall mark it, and store it, in such a way that it can be identified as the Company’s property and shall keep it separate from the Customer’s own property and the property of any other person.
(c) If notwithstanding (a) the equipment property in which remains in the Company is incorporated into or affixed to products belonging to the Customer or anyone else, property in that equipment shall remain in the Company until full payment is made in accordance with the above.
( c) At any time the Company shall be entitled to recover the Equipment property in which remains in the Company and for that purpose the Customer herby grants to the Company, its agents and employees an irrevocable licence to enter any premises where such equipment is stored in order to repossess the same, and (in the event that it has been incorporated or affixed to other products) to dismantle it to detach it from those products and repossess it. Further:-
8. The Customer will give the Company’s representatives all reasonable assistance too enable it to identify (and dismantle) such equipment when they attend such premises, and
9. In the event that such equipment is no longer at the Customer’s premises (either because it has been delivered to a third party under an agreement for sale or otherwise) the Customer will inform the Company where it is and provide the Company with all reasonable assistance to enable it to find and repossess the same.
10. The Customer may sell on equipment property in which remains in the Company, and may appropriate it to a contract for sale and deliver it to a third party, but only when each of the following circumstances is satisfied.
11. The agreement for sale and the appropriation of the equipment to the agreement for sale and the delivery to the third party, are made and effected bona fide and in the ordinary course of business.
12. The Customer, under the agreement for sale, retain title in the equipment until it (the Customer) has been paid in full by the third party to whom it is agreeing to sell on the same
13. The Customer has complied with all its obligations (including its payment obligations) under all its contracts with the Company. If at the time of the agreement for sale, or appropriation, or delivery, one or more of such circumstances are not satisfied, then the Customer has no right to sell such equipment, or to appropriate it to contract of sale, or (if it has been appropriated) to deliver it to the third party.
14. The Customer’s licence to sell on equipment property in which remains in the Company, to appropriate the same to a contract for sale, or to deliver the same to a third party, its automatically revoked and comes to an end in any of the following events:
15. It is unable to pay its debts as they fail due or is otherwise insolvent
16. A receiver or administrative receiver is appointed over any part of the Customer’s business or assets.
17. The Customer, (if it is an individual) makes or offers to make any arrangement or composition with its creditors or commits any act of bankruptcy or a bankruptcy petition is presented against it or (if the Customer is a limited company) any resolution or petition to wind it up is passed or presented, or any steps are taken to appoint an administrator, or an administrator is appointed over it.
18. For the avoidance of doubt, the Company expressly reserves all its rights at common law and in equity in the event that the Customer takes an unauthorised sale, appropriation or delivery of equipment property in which remains in the Company. In particular, the Customer expressly acknowledges that the proceeds of any such unauthorised sale appropriation or delivery belong to and are payable only to the Company, who will not be obliged to refund any part thereof to the Customer.
19. (a) The buyer’s property supplied to the company by or on behalf of the buyer shall, while it is in possession of the company or in transit to or from the buyer, be deemed to be at the buyers risk and the buyer shall insure accordingly.
LOSS OR DAMAGE IN TRANSIT OR NON DELIVERY
20. The buyer shall examine the goods immediately they are delivered to him. The company reserves the right to reject claims in respect of shortages or damage in transit or non-delivery of the goods, or in the case of non-delivery 7 days after the due date for delivery
21. Whilst the company will use its best endeavours to deliver the goods in accordance with the buyer’s requirements, the company will not be liable for any consequences of late delivery howsoever caused.
22. (a) The company’s liability (both in contract and in tort) in respect of defects in the goods shall be limited to the replacement of faulty items or materials, or the issue of a credit note in respect thereof, or the granting of a refund, or other such compensatory measures are at the companies discretion and which it considers appropriate in the circumstances. Such measures shall relate only to the actual faulty items or their value, and the company shall not in any circumstances be under liability to the buyer in respect of indirect or consequential loss or damage, or loss of profits, sustained by the buyer in respect of. Provided, always that these conditions do not exclude or restrict the company’s liability for death or personal injury arising from its negligence.
23 A returns authorisation must be obtained from us either by telephone or letter. A copy of the original invoice relating to their purchases must accompany returned goods
24. Goods returned must be in the original packaging and in a clean resalable condition. Goods returned otherwise will, at our discretion, either be refused or a further additional restocking fee charged to cover the additional costs involved.
25. Goods returned for repair under warranty must be accompanied by a copy of the original invoice, or must quote the original invoice number and date of purchase. Before returning items, please ring our engineers for authorisation to return items – a discussion of the problem may assist in rectifying faults before goods are returned! It is your responsibility to ensure that any goods returned are properly insured. We will not be responsible for goods returned to us that are lost in transit. This document does not in itself constitute an offer for sale. We reserve the right to vary the specification of any item, withdraw modify or amend any item without prior notice. Prices quoted are current trade prices.
26. The company reserves the right to cancel, vary or suspend the operation or contract of sale if events occur which are in the nature of force majeure including (without prejudice to the generality of the foregoing) fire, floods, storm, plant breakdown, strikes, lockouts, riot, hostilities, non availability of materials or supplies or any other event outside the control of the company, and the company shall not be held liable for any breach of contract resulting from such an event.
27. The Company may withhold or cancel further orders or any deliveries under the contract of sale and may recover all losses resulting there from if the buyer:-
28. fails to make payment on the due date under any contract with the company, or
29. enters into a composition with its creditors, or (being a company) has a receiver appointed or passes a resolution for winding up or if a court shall order it to be wound up, or commits an available act of bankruptcy, or
30. is in breach of any items and conditions contained herein (notwithstanding that on a former occasion or occasions it has waived its rights).
The exercise of rights under condition 15 shall be without prejudice to the company’s other remedies
31. The parties agree to submit to the non-exclusive jurisdiction of the English Courts.