Definitions in these conditions
‘The seller’ means Anti-Vibration Methods (Rubber) Co Ltd, ‘goods’ means any item which is sold by the Seller, ‘the Buyer’ means any person, company or organisation which buys or has agreed to buy any goods.
2. Acceptance of order
2.1 These conditions shall form part of every contract of sale of goods entered into by the Seller and no alteration shall be effective unless in writing, signed by an authorised officer of the Seller and referring to these conditions.
2.2 The placing of any order by the Buyer, whether or not based upon a quotation, shall not be binding on the Seller, unless accepted by them in writing.
2.3 No representations or undertakings made or given on the Seller’s behalf prior to contract shall be binding on the Seller, unless incorporated expressly in writing in the contract.
2.4 Goods ordered by the Buyer which are out of stock will be placed on back-order unless the Buyer shall specify Ex-stock or Cancel in its order.
2.5 The Seller shall have no obligation to accept the return of goods, which shall be surplus to the Buyer’s requirements or ordered in error. Any decision by the Seller to accept the return of goods for credit shall not affect the Buyer’s obligation to pay the price thereof on the due date for payment and such credit shall not exceed 90% of the goods and shall be conditional upon the goods and packaging being returned without any damage or marking within 30 days of the Seller’s invoice.
3.1 All specification, drawings and data contained in the Seller’s catalogues or otherwise supplied by the Seller are approximate only, unless stated in writing.
3.2 The seller reserves the right without prior notice to effect modifications and design changes and to discontinue manufacture of any goods as part of a continuous programme of product development.
4.1 The Buyer shall be responsible for determining whether the goods ordered are suitable and sufficient for its purpose.
4.2 The Seller shall have no liability for the failure of the goods to perform in accordance with specification when such failure shall be caused by their operation in conditions which shall be unsuitable, unless the Buyer shall have stated in its order that such conditions would apply and the Seller shall have accepted such stipulation in writing.
5.1 Prices quoted by the Seller are based upon its prices ruling at the date of quotation and the Seller reserves the right to adjust its prices at the time of acceptance of order, if outside of the quotation validity period, to reflect any increase in the cost of supplying the goods or the publication of a new price list occurring after quotation.
5.2 Unless stated in writing prices quoted by the Seller are exclusive of the cost of packaging and delivery and VAT.
5.3 The minimum order value (excluding packaging, delivery and VAT) shall be £10 net.
5.4 The Buyer shall not be entitled to make any deduction from the price by way of set-off or counterclaim.
6.1 In the absence of agreed credit terms, payment shall be made in full in advance of delivery.
6.2 The seller’s credit terms are as may be negotiated individually from time to time.
6.3 Payment made by means of a cheque, bill or documentary credit shall be deemed to be effected when honoured and all costs of discounting and encashing shall be borne by the Buyer.
6.4 Time for payment shall be of the essence of the contract.
6.5 In the event of delay in payment the Seller shall be entitled to charge interest at 4% per annum above Natwest Bank plc base rate, without prejudice to its other rights.
6.6 During such a period of default and at any time when the Seller shall have reasonable grounds for doubting that any payment by the Buyer will be made on the due date, the Seller shall be entitled to suspend work and withhold deliveries, without prejudice to its right to payment for goods delivered and work done and expenses incurred in connection with undelivered goods which shall become immediately due and payable.
6.7 If such default or other circumstances shall continue for a period of 14 days, the Seller shall be entitled to terminate this contract by written notice to the Buyer, without prejudice to its other rights.
6.8 The granting by the Seller to the Buyer of time or other indulgence shall not prejudice or constitute a waiver of the Seller’s rights under paragraphs 0 and 0.
6.9 The Seller shall have a general lien over any goods of the Buyer in its possession for all money due to it from the Buyer. If any lien is not satisfied within 14 days such money becoming due the Seller may sell the goods as agent for the Buyer and apply the proceeds, after deducting the expenses of sale, towards the monies due and the balance (if any) shall be paid to the Buyer.
7.1 The time for delivery shall be calculated from the date of acceptance of order by the Seller or from the date of its receipt of all information required to fulfil the order, if later.
7.2 The time for delivery shall not be of the essence of the contract.
7.3 The Seller shall be entitled to make partial deliveries unless otherwise agreed in writing and these conditions shall apply to each delivery.
7.4 The Seller shall endeavour to meet the Buyer’s delivery requirements but shall not be liable for any loss or damage caused by delay in delivery and the Buyer shall not be entitled to cancel the contract because of such delay.
8.1 Unless otherwise agreed, delivery shall be effected at the premises of the Buyer or other place specified in the contract for delivery and method of carriage and choice of carrier shall be determined by the Seller.
8.2 The Buyer shall be responsible for paying the Seller’s carriage charges unless it shall make its own arrangements with the agreement of the Seller prior to the Seller arranging carriage. If goods shall be collected by the Buyer or by a carrier pursuant to arrangements made by the Buyer, delivery shall be deemed to take place on collection.
8.3 Upon the Seller notifying the Buyer that the goods are ready for delivery the Buyer shall agree to accept delivery. The Buyer shall be responsible for ensuring good access to the delivery site and providing such cranage and any other assistance for unloading as may as be specified in the contract. If the Buyer should fail to give proper delivery instructions or to accept delivery when tendered or to provide such access or assistance, it shall be liable for all additional costs incurred by the Seller.
8.4 If delivery should be delayed at the request of the Buyer the Seller may place the goods in store at the Buyers risk and The Buyer shall pay such storage cost and any other costs incurred by the Seller as a result of such delay.
9.1 If the Seller shall undertake the installation of the goods, the Buyer shall be responsible for ensuring that all necessary power, plant and labour and other facilities specified by the Seller shall be available when required and that the Seller shall be able to undertake such work without interruption, during normal business hours.
9.2 Upon completion of the installation the Seller shall test the goods. The Buyer shall be given the opportunity to attend such tests. But such test shall not be delayed in the event of the Buyer failing to attend.
9.3 The installation of the goods shall be deemed to be satisfactory unless the Buyer shall give notice of any fault within 3 days of the testing of the goods.
9.4 The provisions of paragraphs 7.4 and 12.2 shall apply mutatis mutandis in respect of delays or defects in installation.
9.5 The Seller shall have no liability for redecoration or repair arising from the siting or installation of the goods.
10.Title and Risk
10.1 Title to the goods remain in the Seller until payment in full is made by the Buyer.
10.2 The provisions of paragraph 10 shall not prevent the Buyer from fixing the goods to any other products or selling the goods in the normal course of business but in the event of sale to the extent of the Buyer’s indebtedness to the Seller in respect of the goods, the Buyer shall hold the proceeds of sale or the right to receive the same on trust for the Seller and shall, at its request either (i) place the proceeds of sale in a separate account of the Buyer in such a way as to identify the beneficial ownership of the Seller or (ii) assign the right to receive the proceeds of sale to the Seller.
10.3 If the Buyer shall default in payment for any goods and at anytime when the Seller shall have reasonable grounds for doubting that payment will be made on due date, the Seller, without prejudice to its rights, may enter upon any land or premises where goods may be, to detach them if fixed and to recover possession of them.
10.4 The risk in the goods shall pass to the Buyer on delivery or placing in store in accordance with paragraph 8.4.
11. Damage in Transit
11.1 The Seller shall have no liability in respect of goods lost or damaged in transit unless the Buyer or its agent notes such loss or damage on the delivery receipt and gives notice thereof in writing to the Seller and the carrier within 7 days of delivery or such shorter period as may be required by the carrier’s conditions of carriage or, in the case of the whole consignment failing to arrive gives notice thereof in writing to the Seller within 7 days of receipt of the Seller’s invoice or despatch note or the estimated date of delivery, if later.
11..2 The Seller’s liability in respect of goods lost or damaged in transit shall be limited to repairing or replacing such goods.
12.1Subject to clause 3, the Seller warrants that the goods will comply with specification and will be of merchantable quality but not that they shall be fit for any particular purpose.
12.2 The Seller will repair or replace any goods which under proper use prove to be defective within the period of 12 months from the date of delivery due to faulty materials or bad workmanship or, subject to clause 3, the Seller’s failure to supply goods of the specification or quality ordered, provided as follows: (i) that in the case of defects which would have been apparent on reasonable inspection on delivery. The Buyer shall notify the Seller of the defect in writing within 7 days of the date of delivery, (ii) that in the case of any other defect, the Buyer shall notify the Seller of the defect in writing within 10 days of the date when the defect became apparent and in the event, within 12 months from the date of delivery (iii) that the Buyer and any user of the goods shall have complied with the instructions of the Seller or manufacturer of the goods as to the maintenance and operation; (iv) that the Buyer shall give to or procure for the Seller the opportunity to inspect and test the goods and if requested, shall return the goods to the Seller, carriage paid, such carriage charges to be refunded by the Seller if the defect shall constitute a valid claim under this clause.
12.3 Subject to any statutory provision to the contrary, the liability of the Seller under this clause shall be in lieu of and to the exclusion of any other condition, warranty or other term, whether express or implied by law, as to the quality or their fitness for any particular purpose or otherwise and subject as aforesaid, the Seller shall have no liability, whether arising in contract, tort or otherwise, in respect of any defect in the goods or any injury, damage or loss resulting from such defect.
Subject to any statutory provision to the contrary, the Seller shall have no liability for any loss or damage suffered by any third party caused directly or indirectly by the goods, whether as a result of their operation or otherwise and whether as the result of any defect therein or otherwise and the Buyer shall indemnify the Seller from any claim arising from such loss or damage. In the event of any claim being successful, the Seller shall indemnify the Buyer against any liability it may sustain to such third party, but shall have no other liability to the Buyer in respect thereof.
14. Force Majeure
14.1 The Seller shall not be liable for any loss or damage sustained by the Buyer by reason of any act of God, War, Riot, Fire, Strike, Lock-out, Governmental control or Regulation, Abnormal Weather Conditions, Accident, Breakdown or any other circumstances beyond the Seller’s control and in such event, insofar as the contract shall not have been performed, the Seller may either terminate the contract and return any advance payment received or delay delivery for such period as may be necessary.
15.1 All drawings and other documents supplied by one party to the other shall remain the copyright and property of the party supplying the same and may not be copied or reproduced without its consent and such documents shall be returned in the event of the contract not being made or completed.
15.2 Any trade secret or confidential information supplied by either party to the other shall be kept confidential and shall not be disclosed to any third party without the consent of the party supplying the same.
16.1 The Buyer shall notify the Seller immediately of an circumstances coming to its attention which may be likely to give rise to any claim that the goods infringe the rights of any third party and shall permit the Seller to conduct any action or negotiations thereof in the name of the Buyer but at the Seller’s expense.
16.2 In the event of any claim being successful, the Seller shall indemnify the Buyer against any liability it may sustain to such third party, but shall have no other liability to the Buyer in respect thereof
Any notice to be given by either party to the other shall be properly given if sent by facsimile or post to the party to be served at its head office or last known address and shall be deemed to have been served, in the case of postal delivery, when in the normal course of post it would have been delivered.
The Buyer should inform the Seller of any goods purchased with the intention of export as the terms and conditions herein are primarily for the home market. It is the responsibility of the Buyer to ensure that all such exports comply with the regulations imposed by the UK Export of Goods (Control) Order as administered by the Department of Trade & Industry.
19. Anti-Bribery, Corruption & Ethical Business
19.1 AVMR will and will expect all Suppliers (and Customers) to:
(a) comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) comply with the AVMR Code of Business Conduct in each case as AVMR may update them from time to time (Relevant Policies);
d) have and shall maintain in place throughout the term of any contract or agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will enforce them where appropriate;
(e) promptly report to AVMR any request or demand for any undue financial or other advantage of any kind received by the Supplier from any party including any employee or consultant of AVMR in connection with the performance, execution or negotiation of this agreement;
(f) provide AVMR and its representatives with any reasonable assistance for the purpose of demonstrating compliance with the Relevant Requirements and Relevant Policies.
19.2 The Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods in connection with this agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this clause 19 a,b,c.
19.3 Breach of this clause 1 shall be deemed a material breach for the purposes of clause [termination for material breach clause] and to apply with immediate effect to any pre-existing framework / contractual agreements or arrangements that are currently still in place with AVMR.
19.4 All suppliers will comply with the 2010 “U.S. Dodd Frank Wall Street Reform and Consumer Protection Act” concerning the use of “conflict minerals” originating from the Democratic Republic of Congo (DRC) or adjoining countries. For more information, please see: www.SEC.gov/rules/final/2012/34-67716.pdf and www.conflictfreesourcing.org.
The contract shall be governed by English law and the English courts shall have jurisdiction to determine any dispute between the parties in relation thereto.
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