1.1 These terms govern all contracts for the sale of goods between Air Vent Technology Limited – ‘The Company’) and any Purchaser of the goods (‘The Purchaser’). They can only be varied with the written consent of the Company.1.2 “Goods” means all, or any part of the items and substances supplied by the Company to the Purchaser and “Contract” means any contract between the Company and the Purchaser for the sale of goods.1.3 All orders placed by the Purchaser are irrevocable but shall not bind the Company until accepted in writing or the goods are delivered or invoiced. 1.4 The clause headings do not form part of the contract.1.5 Any quotation in whatever form given to the Purchaser is given subject to these conditions and does not constitute an offer to sell. All orders placed with the Company require our acceptance before any contract arises. The Company reserve the absolute right to withdraw any quotation not responded to by the Purchaser in terms of an order within fourteen days from the date of presentation of the quotation. 1.6 Should the goods be converted into a new product, whether or not such conversion involves the admixture of any other goods or things whatsoever, the conversion shall be deemed to be effective on the Company’s behalf.
2. CONDITIONS OF SALE
2.1 These conditions shall apply to all contracts for the sale of Goods by the Company to the Purchaser to the exclusion of all other terms and conditions including any terms or conditions which the Purchaser may purport to apply under any purchase order confirmation of order or similar document.2.2 All orders for Goods shall be deemed to be an offer by the Purchaser to purchase Goods pursuant to these Conditions.2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Purchasers acceptance of these Conditions.2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Company.
3.1 Time shall not be of the essence with regard to the delivery. The Company reserves the right to make partial deliveries.3.2 Delivery shall take place at the Company’s premises unless agreed otherwise in which case the cost of delivery shall be charged extra to the Purchaser.3.3 Delivery of the Goods shall be made to the Purchasers address on the Delivery Date. The Purchasers shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.3.4 If the Purchaser does not take delivery of the goods on the Delivery Date or arrange for storage, the Seller shall be entitled to arrange storage either at its own works or elsewhere on the Purchasers behalf and all charges for storage, for insurance or for demurrage shall be payable by the Purchasers.
4.1 All illustrations and specifications relating to the goods are approximate only and the Company reserves the right to make such alterations as it thinks fit.4.2 The Purchaser warrants that they have disclosed to us in writing all matters which may affect the fitness for the purpose of the goods supplied. The conditions and warranties relating to the contract are limited to those stated in writing to the Company.4.3 The Purchaser agrees that an order for goods by reference to a product name number or description shall be to the basic standard version of those goods and that supply of them will fulfil the Company’s obligations. ln particular but without prejudice to the generality of the foregoing there will be no redress whatsoever upon the Company if an improper use of the goods result in an imperfect performance of any final product
5.1 All prices quoted are exclusive of any taxes, duties or charges (and transport costs from Company’s premises) unless otherwise stated.5.2 The Company reserves the right to vary the price of the goods by any amount attributable to any changes in the cost to the Company of purchasing the goods or any materials incorporated in them or to fluctuations in currency exchange rates between the date of the contract and the date of delivery of the goods.
6.1 Where a Credit Account is granted to the Purchaser, payment is due 30 days from the end of the invoiced month unless otherwise agreed in writing. Interest will be charged on all overdue accounts at the rate of 2% per calendar month or part thereof in which payment is overdue and such interest shall continue to be payable after any judgement.
7. SET-OFF AND LIEN
7.1 No payment may be withheld nor may any counterclaims of the Purchaser be set off against payment due.7.2 The Company shall have a general and particular lien on all money and property which the Purchaser owns or is entitled to possess which is in the possession of the Company or its agents, which it may sell as the Purchaser’s agent to reduce the Purchaser’s debt to the Company.
8. FORCE MAJEURE
8.1 The Company shall not be under any liability of any kind for non-conformance in whole or in part of its obligations under the contract due to causes beyond the reasonable control of the Company or of the Company’s suppliers or due to labour disputes.
9.1 Any claims in respect of goods alleged to be defective must be made in writing to the Company within fourteen days of delivery and any allegedly defective goods must be returned for inspection by the Company.9.2 The return of alleged, faulty goods to the Company’s premises for inspection shall be at the Purchaser’s expense.9.3 Any claim for loss or damage to the goods in transit shall only be considered by the Company if the goods were then at the risk of the Company and any such claim shall be made in writing to the Company within a period of two days from the time that the goods should have been delivered.
10. WARRANITY AND REPRESENTATIONS
10.1 Where goods or services are supplied by the Company and in use for the purpose for which they are supplied by the Company are proved to be defective within one month of the date of delivery by the Company then the Company at its discretion shall (a) repair such goods or (b) replace such goods or (c) allow the Purchaser a reasonable credit in respect of such goods.10.2 Without prejudice to the provisions of Clause 12 hereof, pursuant to Section 35 of the Sale of Goods Act 1979 the Purchaser shall be deemed to have accepted the good and accept that the same comply with all requirements of the Sale of Goods Act 1979 (as amended) if no written notice of defect has been served upon the Company within one month of date of delivery.10.3 Under no circumstances shall the liability of the Company in respect of defective goods exceed the net invoice price of such goods.10.4 Only representations made in writing by the Company maybe relied on by the Purchaser and verbal representations shall be of no effect. The conditions of and warranties relating to the contract are limited to those stated in writing by the Company.10.5 The Purchaser warrants that he has disclosed to the Company in writing all matters which may affect the fitness for their purpose of the goods supplied The Purchaser agrees that an order for goods by reference to a product name, number or description shall be to the standard version of those goods and that supply of them will fulfil the Company’s obligations.
11. EXCLUSION OF LIABILITY
11.1 The terms of clause 10 are in lieu of all conditions and warranties whether expressed or implied by statute, custom of the trade or otherwise and any such condition or warranty is excluded. 11.2 Subject to the provisions of clauses 9, 1 0, 11.3 and 2.1 , the Company’s aggregate liability in tort or for breach of contract in connection with the goods shall be limited to damages of an amount not exceeding the contract price for the goods in relation to which such liability may have arisen. The Company shall have no liability in any case for the loss of profit or other consequential loss.11.3 Nothing contained in these terms shall purport to exclude or restrict any liability the exclusion or restriction of which is prohibited by section 2(1) or section 6(1) of the unfair Contract Terms Act 1977. 11.4 The parties have freely negotiated the contract including the price in the knowledge that the liability of the company is to be limited in accordance with these terms. The Purchaser acknowledges that a higher price would be payable but for such limitation.
12.1 Retention of Title: Title to the goods comprised in each invoice rendered under the contract shall not pass to the Purchaser before the total amount due under such invoice is paid to the Company. Further, title of such goods shall not pass until payment to the Company of all sums owing to it by the Purchaser on any account.
12.1.1 Until title passes to the Purchaser, the Purchaser shall not deal with or dispose of the goods other than for full value in its normal course of business. Any permission to deal with the goods ceases immediately on the insolvency of the Purchaser or on the giving of notice by the Company.12.1.2 lf prior to making payment to the Company for the goods, the Purchaser contracts to re-sell the goods to a third party in substantially the same form in which they were delivered to the Purchaser or if the goods are used or incorporated in the production of any other product which is sold by the Purchaser to a third party then in each case title to such goods shall pass directly from the Company to such third party pursuant to clause 12.1. upon payment in full to the Company and clause 15 hereof shall apply in such circumstances.
12.2 Until title passes the Purchaser shall hold the goods as bailee for the Company and shall be a fiduciary for the Company in respect of the goods, and where Clause 14 applies, in respect also of – 12.2.1 the proceeds of sale and 12.2.2 any payment of the type described in clause 18.104.22.168 Until title passes under clause 12.1 above, the Company may at any time regardless of any period of credit given to the Purchaser enter onto the premises of the Purchaser or its agents or customers to re-possess all or part of the goods and the contract shall terminate in respect of the goods without prejudice to any rights of the Company.
13.1 Risk in all goods shall pass to the Purchaser on delivery.13.2 Until title passes to the Purchaser the Purchaser shall indemnify the Company against all loss or damage to the goods or depreciation in their value and shall keep them fully Insured.
14. CUSTODY OF THE GOODS
14.1 Until title passes the goods shall be stored separately by the Purchaser and be clearly identifiable as the property of the company.14.2 Until title in the goods shall have passed to the Purchaser, if any of the goods are incorporated in or attached to any products manufactured or assembled by the Purchaser, the Purchaser shall maintain records sufficient to enable such goods so incorporated to be identified or quantified. The Company may at any time remove any goods belonging to it regardless of any practical difficulty or damage caused to such products.
15. RESALE OF GOODS
15.1 Where title to the goods has not passed from the Company and the Purchaser wishes to re-sell the goods and clause 11.1 applies the Purchaser shall invoice the goods to the third party Purchaser at a price not less than charged to the Purchaser by the Company for the goods and shall notify the third party purchaser that the goods are the property of the Company. Such sale shall be made by the Purchaser as Principal but all proceeds of sale shall be held by the Purchaser as an agent for the Company and the Purchaser shall be in a fiduciary position to the Company in respect of the proceeds of such sale.15.2 Any payments received by the Purchaser in respect of any debt in connection with any sale of the goods by the Purchaser shall be held by the Purchaser as an agent for the Company and the Purchaser shall be in a fiduciary position to the Company in respect of any such payment so received.15.3 The Purchaser shall give the Company full particulars of persons whom goods have been or are intended to be sold so as to enable the Company to recover the goods.
16.1 lf any of these terms or any part of these terms is unenforceable or void at law, it shall not affect the remainder of such terms or any other such term or otherwise affect the contract and shall be replaced by such valid term as is as near as may be, in effect to the original term.
17. TERMINATION BY THE COMPANY
17.1 lf the Purchaser commits any breach of or fails to comply with any term of the contract or becomes insolvent the Company shall have the right (without prejudice to its other rights or remedies) forthwith to terminate the contract or any part of it, to withhold delivery of goods and demand payment of all sums due by the Purchaser to the Company.
18.1 The contract shall be governed by the laws of England and disputes arising from it shall be subject to the jurisdiction of the English Courts.18.2 If any dispute or difference shall arise between the parties as to the meaning of this contract or any matter or thing arising out of or connected with this contract, then it shall be referred to the determination of an arbitrator to be appointed by agreement of the parties or (in default of agreement within twenty-one days of the service upon one party of a written request to concur in such appointment) by the President for the time being of the Chartered Institute of Arbitrators.