The terms, conditions and warranties stated here shall constitute the whole contract between the Buyer and Advanced Pallet Systems Ltd.
These Conditions are the only conditions upon which the Seller is prepared to deal with the Buyer and they shall govern the Contract to the entire exclusion of all terms or conditions sought to be imposed by the Buyer.
No waiver of or amendment to any of these conditions or the terms of order will be binding on us unless confirmed by us in writing not withstanding any conditions of purchase stipulated by the Buyer.
We reserve the right to change these terms and conditions at any time prior to delivery of your goods and you will be subject to those, as amended provided we have given you written notice of them.
” Buyer” means the person who accepts a quotation of the seller for the sale of the goods or whose order for the goods is accepted by the seller.
“Goods” means the goods (including any instalment of the goods or any parts for them) which the seller is to supply in accordance with these Conditions.
“Seller” means Advanced Pallet Ltd.
“Conditions” means the standard terms and Conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and Conditions agreed in writing between the Buyer and the Seller.
“Contract” means the contract for the purchase and sale of goods.
“Writing” includes email, facsimile and comparable means of communication.
Unless indicated otherwise in writing all prices are exclusive of VAT other taxes, levies and carriage.
We reserve the right to vary the quoted price prior to dispatch to reflect changes in costs to us including but without limitation foreign exchange fluctuation, currency regulation, alteration of duties or levies and costs of materials, labour, transport and services.
Payment shall be due 30 days following the date of invoice. Each delivery shall operate as a separate contract. Failure to pay on the due date shall give us the right to cancel the contract or withhold further deliveries until such payment has been made.
In accordance with late payment legislation we will exercise our statutory right to charge interest on late payments at the rate applicable at the time. Credit terms may be withdrawn whether or not there has been default and payment may be required as a pre-condition to delivery.
Delivery dates are stated in good faith and whilst every effort will be made to meet such dates, but such dates can not be guaranteed. We will not accept responsibility for any consequence arising from delay in delivery however occasioned.
Any claims made by the Buyer in respect of error relating to quantity of goods delivered or relating to damage to goods or otherwise relating to quality, grade and condition which is visible on reasonable examination of the Goods must be made in writing to the Seller within seven days of the receipt of goods by the Buyer.
Any confirmed order that is cancelled or part cancelled prior to despatch by the Seller may be subject to a charge not exceeding 10% of the order value including delivery. In case of the products made to customer specification cancellation or part cancellation may be subject to a charge up to 100% of the order value. Return of goods will not be accepted without prior permission. A minimum charge of 10% may be charged on such returns. Once goods have been despatched, the order can not be cancelled and full payment is required.
The risk shall pass to the Buyer on delivery.
Ownership and title of goods shall remain with the Seller until:
The Buyer has paid in full for the goods.
The Buyer has made full payment for any goods or products supplied under any contracts or on any account whatsoever between the Seller and all other sums whatever due from the Buyer to the Seller have been paid in full.
Until the Buyer has paid for the goods, the Buyer will be acting as the Seller’s fiduciary agent and Bailee. The Buyer must keep records of the goods and store the goods in a way that makes them clearly identifiable as being the Seller’s property.
These goods should be insured by the Buyer as part of their general insurance cover. The Seller will assume that any goods the Buyer has which the Seller supplied belongs to the Seller (unless the Buyer can prove otherwise).
If the Buyer makes any arrangement with their Creditors; go into liquidation; appoint a receiver to manage all or part of your assets; fails to make payment for goods; or cannot pay their debts, the Seller has the following rights:
To enter any property and repossess the goods without giving the Buyer notice;
To give the Buyer written notice that goods must not be sold or disposed of until the Seller has received payment in full;
To cancel any undelivered goods and stop any goods that are in transit to the Buyer.
The Seller shall not be liable to the Buyer for any loss or damage, which may be suffered by the Buyer, as a direct or indirect result of the Seller being prevented, hindered or delayed in the performance of their obligations under any contract by reason of any force majeure circumstances.
The Seller’s liability for shortage, failure, or defect in the goods supplied shall be limited to the cost of making good any such shortage, failure or defect and shall not exceed the sale price of the defective goods.
In any event the Seller shall not be liable for any damage or loss sustained or liability incurred by the Buyer as a direct or indirect consequence of such shortage, failure or defect nor loss of profits or consequential loss.
It is the Buyer’s responsibility to ascertain the suitability of any product for their particular application.
The Seller does not accept liability for any goods, which have been subjected to any further process of manufacture or assembly after they have been delivered to the Buyer.
Any claim for shortage, failure or defect in goods shall be barred after the lapse of 12 months from the original despatch date of the goods.
The Seller shall not be responsible for losses that were not caused by any breach of the contract by the Seller or for any delay or failure arising from any cause which is beyond their reasonable control.
The Seller will not be bound in any way by any agreement or settlement between the Buyer and a third party unless previously agreed in writing to be party to such agreement or settlement.
The Seller may at their discretion make instalment deliveries against the Buyer’s Purchase Orders. Each delivery shall constitute a separate contract, without prejudice to completion of the contract, and shall be invoiced accordingly.
If the Buyer enters into a deed of arrangement or on presentation of any petition or the passing of any resolution for the winding up of the Buyer or upon the Buyer making any composition with creditors or committing any act of bankruptcy or having any receiver or manager appointed over all or any of its assets and/or undertaking or commits any breach of contract then the Seller shall have the right to cancel any or all the contracts with the Buyer and suspend all further deliveries without any liability to the Buyer.
If any goods have been delivered but not paid for the price shall become immediately payable notwithstanding any previous agreement or arrangement to the contrary.
Upon termination the Seller will be entitled using only such force as may be necessary to enter on any premises of the Buyer for the purpose of removing the goods and any other goods supplied by the Seller.
The Buyer shall pay all legal and other costs incurred by the Seller recovering the goods and/or any amounts owing.
If the Seller purchases goods from the Buyer in the event of termination the Seller will have the right to exercise their right to set off any monies owed by the Seller to the Buyer against monies owed by the Buyer to the Seller.
The contract shall be governed by the laws of England and the English courts shall have exclusive jurisdiction.
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