Conditions of Sale

 

GENERAL

1.   These Conditions shall apply to each contract for the sale by AAW Control Systems Limited (“Seller”) of equipment, software, materials and any other items
from time to time offered for sale by Seller (“Goods”) and purchased by any other person (“Customer”).

2.   These Conditions supersede any inconsistent or supplementary provisions contained in Customer’s purchase order or any other communication. Seller contracts with Customer on the basis that Customer accepts these Conditions without modification or qualification and the supply of Goods shall constitute an unqualified acceptance by Customer of these Conditions. No representations, warranties or guarantees other than those contained in these Conditions and no variation of these Conditions shall be binding on Seller unless contained in a written document signed by a director of Seller. Any variation, representation, warranty or guarantee so made will apply only to the particular order unless otherwise agreed.

3.   Seller shall sell and Customer shall purchase the Goods in accordance with any written quotation of Seller which is accepted by Customer or any written order of Customer which is accepted by Seller, subject in either case to these Conditions, which shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by Customer.

4.   Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by Seller in writing. In entering into the contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

5.   Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Seller shall be subject to correction without any liability on the part of Seller.

 

PRICE

6.   The price stated in Seller’s quotation excludes any value added or other tax, duty or charge which may be imposed upon the sale of the Goods. Any such tax, duty or charge shall be for the account of Customer.

7.   Seller reserves the right, by giving notice to Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to Seller which is due to any factor beyond the control of Seller ( such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture), any change in delivery date, quantities or specifications for the Goods which is requested by Customer, or any delay caused by any instructions of Customer or failure of Customer to give Seller adequate information or instructions.

 

PAYMENT

8.   Payment shall be due on or before the 30th day from the date of invoice. If payment is not made on or before the 30th day from the date of invoice Seller shall be entitled to charge interest at a rate of 8% per annum over HSBC Bank Plc’s base rate on any unpaid invoices from the date of invoice until payment.

 

DELIVERY

9.   Any delivery date quoted is only an estimate and  time is not of the essence. Seller accepts no responsibility or liability for any delay in delivery or failure to deliver.

9a. Stock Items normally sent out within 1-3 days, Non Stock Items or Special Items may take longer, please call for information.

9b. Items below 1.5kg will be sent Royal Mail Special Delivery, over 1.5kg will be sent via courier.

9c. Delivery outside the UK is by special request, please contact us for more information.

 

WARRANTY

10. Seller warrants to Customer that all software comprised in the Goods will perform substantially in accordance with its published specification for a period of 90 days from the delivery date.

11. Seller warrants to Customer that the Goods are free from defects in materials or workmanship at the time of supply.

12. Seller’s liability shall be to replace without charge any defective Goods returned to it within ninety days from the delivery date. This liability does not extend to Goods damaged through misuse or neglect, from fair wear and tear, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), or misuse or alteration or repair of the Goods without Seller’s approval.

13. Seller shall be liable for death or personal injury caused by its negligence, but Seller shall not be liable for any consequential loss however caused or arising.

14. Seller’s liability for damage to tangible property resulting from breach of contract and/or any negligent act or omission of Seller or its employees, agents or sub-contractors shall be limited to £10,000 in respect of any one incident.

15. Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by Customer.

16. Seller’s warranty does not extend to parts, materials or equipment not manufactured by Seller, in respect of which Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to Seller.

 

PROPRIETARY RIGHTS IN SOFTWARE

17. Customer hereby acknowledges that any proprietary rights of Seller or any third party in any software supplied to it including but not limited to any other title or ownership rights, patent rights, copyright and trade secrets rights, shall at all times remain vested in the owner.

18. Customer hereby acknowledges that it must comply with any licence in respect of software supplied and delivered by Seller.

 

ORDERS AND SPECIFICATIONS

19. No order submitted by Customer shall be deemed to be accepted by Seller unless and until confirmed in writing by Seller’s authorised representative.

20. Customer shall be responsible to Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by Customer, and for giving Seller any necessary information relating to the Goods within a sufficient time to enable Seller to perform the contract in accordance with its terms.

21. Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to Seller’s specification, which do not materially affect their quality or performance.

 

ORDER CANCELLATION

22. Seller reserves the right to make such charge as it considers reasonable if it accepts that an order may be cancelled in whole or in part. No cancellation will, under any circumstances, be accepted if non standard Goods have been ordered or if Goods have already been dispatched to the Customer.

22a.         Internet orders of stock items may be cancelled within 7 days of order for a full item refund excluding delivery costs as long as items are returned in unopened original packaging. Goods are returned at purchasers cost.

 

DAMAGED GOODS

23. Customer must notify Seller in writing within 7 days after delivery of any damage to Goods prior to delivery whereupon Seller will replace the Goods free of charge. Seller will not replace the Goods if Customer does not comply with this requirement.

 

RETURN OF GOODS

24. Goods incorrectly ordered (either as to type or as to quantity) by Customer will NOT be accepted for return by Seller unless prior approval to such return has been given by Seller within 7 days. Return may be subject to a payment by Customer of 25% of the invoice value of the Goods returned to cover Seller’s administrative costs, please see point 22a for return terms for internet orders.

25. No returns can be accepted for non standard Goods.

 

RISK, PROPERTY AND REPOSSESSION

26. Risk of loss or damage of the Goods shall pass to Customer on delivery by Seller.

27. Property in the Goods shall remain with Seller until Seller has received payment in full for the price and any additional sums due in respect of the Goods.

28. Seller shall retain title to the Goods if the Goods are attached to any other product not owned by Seller provided the Goods are readily identifiable or separable from the resulting composite or mixed product.

29. If Customer fails to make any payment to Seller when due, enters into bankruptcy, liquidation or a composition with creditors, has a receiver or manager appointed over all or part of its assets, or becomes insolvent, Seller shall have the right, without prejudice to any other remedies to:
(i)      enter without prior notice any premises where property owned by it may be and to appropriate such property in discharge of any sums owed to it by Customer.
(ii)     require Customer not to resell or part with the possessions of property owned by Seller until Customer has paid in full all sums owed by it to Seller.
(iii)    withhold delivery of any undelivered Goods and to stop any Goods in transit.

 

FORCE MAJEURE

30. Seller shall not be liable for any loss or damage caused by the delay in the performance or by the
non-performance of any of its obligations  occasioned by any cause whatsoever which is beyond Seller’s control including but not limited to Acts of God, civil disturbances, governmental or municipal restrictions, or trade disputes. Should any such event occur Seller may cancel or suspend any order of Goods made by Customer without incurring any liability for any loss or  damage thereby occasioned.

 

PROPER LAW

31. These Conditions and the contract with Customer shall be governed and construed by English law and the English courts shall have exclusive jurisdiction.

 

MISCELLANEOUS

32. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.

33. No waiver by Seller of any breach of a particular contract shall constitute a waiver of a subsequent breach of the same provision.

34. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

 

                                2-2-99

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