1. DEFINITIONS In these conditions the ‘Company’ shall mean Advanced Business Equipment Ltd and the ‘Buyer’ shall mean the party with who the Company enters into a contract.
2. CONTRACT TERMS a, By ordering any goods from the Company and the Buyer will be deemed to agree to that these conditions shall be incorporated into the contract covering such order and (save as expressly agree by the Company in writing) no other conditions contained or in any letter, order form, receipt or like received by the Company in connection with any such order shall form part of a contract made in respect of the said goods. No variation to these conditions or to any contract into which they are incorporated shall be binding unless confirmed in writing by a director of the Company, it is the Buyer’s responsibility to obtain this written confirmation. b, If any Monies due to the Company are overdue within the meaning of Clause 5 hereof, the Buyer should enter into any composition or arrangement with or for the benefit of its creditors or have a receiving order in Bankruptcy made against it or being a body corporate should enter into liquidation, receivership or administration, the Company shall be entitled (without prejudice to any other right it may have against the Buyer) to suspend performance of any contract then pertaining between the Company and the Buyer and/or upon the giving of notice in writing, to treat any such contract as at an end. c, The Company will make every effort to keep to delivery and shipment dates specified in any contract of supply. However, time shall not be of the essence and the Company will not be responsible for any loss or damage which may result from late or non-delivery. d, No forbearance or indulgence by the Company shown or granted to the buyer whether in respect of these conditions or other shall in any way effect or prejudice the rights of the Company against the Buyer or be regarded as waiver of any of these conditions.
3. QUOTATIONS A quotations is for information only and is binding on the Company only if and to the extent that is incorporated in any order which the Company has accepted in wring. All prices quoted are exclusive of VAT
4. PRICE VARIATIONS Notwithstanding anything which may be quoted or agreed the Company reserves the right to charge the price ruling at the date of dispatch
5. CANCELLATION OF ORDERS The cancellation of orders cannot be accepted unless advised as soon as possible in writing and provided that the Buyer agrees to pay the costs and expenses of the Company as a condition of the Company’s acceptance of cancellation.
6. PAYMENT TERMS a, Terms are net and, subject to any express term to the contrary contained in a formal contract of supply between the Company and the Buyer, good invoiced up to and including the last day of the calendar month shall be paid for no later than 30 days from the invoice date (time to be of the essence). This provision shall be without the prejudice to the Company’s right to require immediate payment of all outstanding invoiced rendered to the Buyer where the Buyer is in default of the payment terms in this clause in respect of one or more invoices. b, If payment is not received by the due date agreed between the parties, the Company reserve the right to withdraw any special terms or conditions or discounts or rebates that have or are intended to apply to any current or future contract.
7. INTEREST The Company reserves the right to charge interest at the rate of 2% per calendar month above the bank base rate advised from time to time by the Company’s bankers (both before and after judgement) and that such interest may be claimed by the Company from the date of the invoice to the date of the payment.
8. TITLE OF GOODS The Company and the Buyer expressly agree that until the Company has been paid in full for the goods comprised in any contract between them. a, The goods comprised in the relevant contract shall remain the properly of the Company. The insurable risk in the goods to which any contract incorporating the conditions relates shall pass to the Buyer as soon as goods are delivered b, The Company may recover goods any time from the Buyer, if the amount outstanding from the Buyer to the Company in respect of good supplied shall remain unpaid after the due date for payment has passed. c, Pending payment for the goods the Buyer has the right to dispose of the goods in the course of its business as agent for the Company (but warranties, conditions or representations given or made by the Buyer or any third party shall not be binding on the Company who shall be indemnified by the Buyer with respect thereto). d, In the event of such disposal the Buyer shall forthwith hold the proceeds of any such sale in trust for the Company to the extent of full invoice price of goods. e, If the Buyer incorporates such goods into other products (with the addition of its goods or those of others) or uses such goods as material for other products (with or without such addition) the property in those other products shall be deemed upon such incorporation or use to be transferred to the Company and the Buyer as agent for the Company will store the same for the Company in a proper manner without charge to the Company.
9. DELIVERY a, Delivery of the goods shall be deemed to have been made to the Buyer upon completion of unloading at premises specified by the Buyer for delivery or upon collection of the goods by the Buyer or by a carrier nominated by the Buyer. b, If the contract provides for delivery by instalments, each instalment shall be deemed to form a separate contract governed by these conditions, provided that any delay in delivery or non-delivery of any instalment shall no entitle the Buyer to treat any such contact as at an end or to reject any other instalment.
10. CLAIMS a, It shall be the duty of the Buyer before using goods supplied by the Company for any purpose and before parting with possession of the same, to test and examine the goods in every respect and to satisfy himself of their fitness for the purpose for which they are intended to be used. b, An complaint or alleged defect in the quality of goods, short delivery or of damage to goods in transit must be notified to the Company in writing otherwise upon a consignment note or delivery document within 36 hours of receipt of the goods and any compliment of failure to deliver goods invoiced must be notified within 7 days of the date of invoice. If the buyer shall make any complaint within the times stipulated the Company shall, after it has had a reasonable time to investigate the same and examine the goods in dispute be entitled, as its discretion, to replace the goods (if defective), or to accept the return of the goods (if defective) and credit the Buyer with sum not exceeding the amount of the new invoice price which is attributable to the goods which are subject to claim.
11. RETURN OF GOODS a, The return of the goods shall not be made without prior written arrangement between the Buyer and the Company. b, Good which the Company has agreed to accept back into its own warehouse stock will be subject to a handling charge of not less than 25% of the invoiced value of such goods. All goods returned must have been properly prepared for transportation and be in an undamaged condition. The Company will be unable to credit any goods returned that do not comply with this requirement. c. If goods are no longer required then the customer must request collection within 3 days of signing for the goods
12. MATERIALS The Company shall not be bound by any oral warranty or representation given or made on its behalf unless contained in a written contract or otherwise confirmed in writing by an authorised officer of the Company, or by an implied term, condition or warranty whether arising by implication of the law or to be implied by circumstances save and expect a warranty that goods sold shall correspond with the contractual description.
13. LIMITATION OF LIABILITY a, Except as otherwise expressly mentioned in these conditions the Company shall have no liability of any kind whatsoever to the Buyer in respect of any loss or damage (whether direct, indirect, economic or consequentially) suffered by the Buyer to property or otherwise in respect of any goods supplied or work done by the Company (other than liability for negligence resulting in personal injury or death).
14. INDEMNITY The Buyer shall indemnify the Company against any claim made against the Company by a third party arising out of any goods supplied by the Company.
15. GOODS TO ORDER a, If good manufactured or especially ordered to the Buyer’s specification are ready for delivery and the Buyer failed to take delivery at the time required by the contract the Company shall be entitled i. To invoice such goods forthwith and ii. To change at rates giving an economic return for the holding and storing of such goods and, for their insurance from the date of the invoice to the date when the Buyer takes delivery or the Company disposes of the same. b, If the Buyer failed to take delivery within 30 days of the date for the invoice the Company shall be entitled to treat the contact as at an end and shall be entitled to resell the goods.
16. FORCE MAJEURE, ETC. The Company shall not be liable for failing to perform the contract whether wholly or in parts, if the failure is caused either wholly or partly by any circumstance or circumstances outside the Company’s control which shall include any form of industrial action or acts of war, etc. 17. PROPER LAW These Terms and Conditions shall be governed by English Law and any dispute arising out of or in connection with the same shall be determined by the English Courts.