"Buyer"
means the person who buys or agrees to buy the Goods from the Seller
"Conditions"
means the standard terms and conditions of sale set out in this document
“Contract”
means a quotation in writing of the Seller accepted by the Buyer or a Buyer’s order accepted by the Seller in writing
"Goods"
means the goods (including any instalment of the Goods or part of them) and/or services which the Seller is to supply as identified in the Contract
"Seller"
means AETechnology
"Writing"
includes but without limitation facsimile transmission e-mail and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of the Sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods subject to these Conditions unless otherwise stated in the Contract.
2.2 No variation to the Contract or these Conditions shall be binding unless agreed in Writing.
2.3 The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical clerical or other error or omission in any sales literature, quotation, price list, Contract , invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
2.6 These Conditions shall prevail notwithstanding any terms or conditions of any order submitted by the Buyer or of any acceptance by the Buyer of a quotation by the Seller
3 Orders and specifications
3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specifications) or request for quotation submitted by the Buyer.
3.2 The 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 the Seller's specification which do not materially affect the quality or performance.
3.3 Where the buyer requests a variation or cancellation of the Contract the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and the materials used), damages, charges and expenses incurred by the Seller as a result of such variation or cancellation.
3.4 No Goods shall be returned by the Buyer to the Seller unless agreed in Writing by the Seller.
4 Price of the Goods
4.1 The price of the Goods shall be the price set out in the Order Acknowledgement (the “Price”).
4.2 The Price is exclusive of Value Added Tax which the Buyer shall be additionally liable to pay to the Seller.
5 Terms of payment
5.1 The Seller shall be entitled to invoice the Buyer for the Price on or at any time after the date of the Contract
5.2 The Buyer shall pay the Price within 14 days of the date of the invoice notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the Price shall be of the essence of the Contract.
5.3 If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
5.3.1 cancel the contract or suspend any further orders of the Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.3.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid at the rate of 4 per cent per annum above the Seller’s bank base lending rate from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6 Delivery
6.1 Delivery of the Goods shall be agreed by the Seller, by the Seller delivering the Goods to that place. The Price is exclusive of any delivery charge and any other tax and levy which the Buyer shall be additionally liable to pay to the Seller.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in the delivery of the Goods howsoever caused. Time for delivery shall not be of the essence. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 Where the Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of the Seller's fault) then without prejudice to any other right or remedy available to the Seller the Seller may sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
7 Risk and property
7.1 Risk of damage or loss of the Goods shall pass to the Buyer:
7.1.1 when the Seller notifies the Buyer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered by the Seller at the time of delivery or if the Buyer wrongfully fails to take delivery of the Goods the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the Price and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall (at no cost to the Seller) hold the Goods as the Seller's fiduciary agent and bailee and shall keep the Goods or the proceeds from the sale of the Goods separate from those of the Buyer and third parties and in the case of the Goods properly stored, protected and insured and identified as the Seller's property.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. The Seller is hereby granted a licence to enter the Buyer's premises or any other premises where the Goods are stored for the purposes of recovering possession of the Goods in accordance with this clause.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8 Intellectual Property
8.1 Subject to any special terms agreed in Writing the Buyer agrees that the Seller shall retain full ownership of all copyright, design rights or any other intellectual property rights in the Goods and all documents and drawings made or produced by the Seller in preparing a quotation in respect of the Goods.
9 Warranties and liability
9.1 Subject to this clause 9 the Seller warrants that the Goods will at the time of delivery correspond with any written specification in the Contract.
9.2 The above warranty is given by the Seller subject to the following conditions:
9.2.1 the Seller shall be under no liability in respect of any defect resulting from any specifications submitted by the Buyer or any third party or for any change in the nature of the Goods after any process has been applied to the Goods or by incorrect storage of the Goods after delivery; and
9.2.2 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total Price for the Goods has not been paid by the due date for payment.
9.3 Subject as expressly provided in these Conditions all other warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.4 Any claim by the Buyer which is based on a failure of the Goods to correspond with its specification or
9.4.1 upon a short or non-delivery of the Goods shall be notified to the Seller in writing within 7 days of delivery or any agreed date for delivery in the event of non-delivery.
9.4.2 Subject as is provided in this clause 9 the Seller warrants that the Goods will be free from defects in material and workmanship for a period of [6] months from the date of delivery of the Goods and any claim in such cases shall be notified to the Seller in writing within 7 days of the Buyer becoming aware of such defect.
9.5 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification or for shortages or non-delivery is notified to the Seller in accordance with these Conditions the Seller shall be entitled at its sole discretion to replace the Goods (or the part in question) free of charge but the Seller shall have no further liability to the Buyer.
9.6 The Price is determined on the basis of the limits on liability set out in these Conditions. The Buyer may request in Writing a higher limit of liability provided insurance cover is available and at the Buyer’s expense.
9.7 Except in respect of death or personal injury caused by the Seller's negligence the Seller shall not be liable to the Buyer by reason of any representation or implied warranty, condition or other term or any duty at common law or under express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever and whether caused by the negligence of the Seller, its employees or agents or otherwise which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer except as expressly provided in these Conditions and in all such cases the maximum aggregate liability of the Seller, shall not exceed the Price.
9.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Seller's obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller's reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Seller's reasonable control:
9.8.1 Strikes, lock-outs or any other industrial actions or trade disputes (whether involving employees of the Seller or of
third parties);
9.8.2 Difficulties in obtaining materials, fuel, parts or machinery; or
9.8.3 Power failure or breakdown in machinery.
9.9 The Buyer warrants that provided the Goods conform to the specifications provided by the Buyer the Goods will be fit for the purpose intended for by the Buyer provided that the Buyer has followed the instructions for use as supplied by the Seller from time time; and the Goods will be inspected by the Buyer prior to the Goods being used.
10 Insolvency of Buyer
10.1 This clause applies if:
10.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);
10.1.2 an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Buyer;
10.1.3 the Buyer ceases or threatens to cease to carry on business; or
10.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
10.2 If clause 10.1 applies then without prejudice to any other right or remedy available to the Seller the Seller shall be entitled (at the Seller’s sole discretion) to:
10.2.1 cancel the Contract without any liability to the Seller and if the Goods have been delivered but not paid for the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary; and/or
10.2.2 repossess the Goods by entering the Buyer’s premises or the premises where the Goods are stored and the Buyer hereby grants a licence to the Seller to enter its premises or the premises where the Goods are stored for the purpose of recovering possession of the Goods.
11 General
11.1 Any notice 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.
11.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in the whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
11.4 The Contract shall be governed by the English law and the parties agree to the jurisdiction of the Courts of England.
Disclaimer
As the manufacturers of AET Products we have taken great care to ensure that our
customers receive the fullest satisfaction and protection from our unique products.
However, we and /or our duly appointed distributors, representatives, surveyors or agents
cannot accept any liability whatsoever, for claims of damage, accidental or otherwise,
Flooding and its effects are always unpredictable and can vary from property to property. If
used in accordance with instructions AET products should give good protection against
flooding but no responsibility is accepted for flood claims.
All reports and recommendations are offered in good faith by experienced and qualified
engineers and the advice given is the best that is currently available.
PLEASE NOTE: This disclaimer does not affect your statutory rights as a consumer.
