Avon Stainless Products Ltd
Conditions of Sale
Introduction.
1. Conditions
"Buyer" means the person who accepts a quotation of the Company for the sale of the Goods or whose order for the Goods is accepted by the Company ‘Avon Stainless Products Ltd.
"Conditions" means the standard terms and conditions of sale set out in this document which includes any special terms and conditions agreed in writing between the Buyer and the Company.
"Contract" means the contract for the purchase and sale of the Goods.
2. Basis of the sale
2.1 Avon Stainless Products Ltd shall sell the goods and the Buyer shall purchase in accordance with any written quotation of Avon Stainless Products Ltd, or any written order of the Buyer which is accepted by Avon Stainless Products Ltd, 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.
2.2 No variation to these Conditions shall be binding unless agreed in writing between the Buyer and Avon Stainless Products Ltd.
2.3 Any advice or recommendation given by Avon Stainless Products Ltd to the Buyer as to the storage, application or use of the Goods which is not confirmed in writing by the Company is followed or acted upon entirely at the Buyer's own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
2.4 Any clerical error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Avon Stainless Products Ltd shall be subject to correction without any liability on the part of the Company.
3.Orders and specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by Avon stainless Products Ltd until it is confirmed in writing by the Company.
3.2 The Buyer shall be responsible to Avon Stainless Products Ltd for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Company any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Company's quotation .
3.4 Goods sold as ‘Non Prime’ are sold in their actual state without warranty and Avon Stainless Products Ltd will be under no obligation to replace the Goods.
3.5 No order which has been accepted by the Company may be cancelled by the Buyer except with the agreement in writing from Avon Stainless Products Ltd and on terms that the Buyer shall cover the Company in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by the Company as a result of cancellation.
4.Price of goods
4.1 The price of the Goods shall be Avon Stainless Products Ltd’s quoted price. All prices quoted are valid for 7 days or until earlier acceptance by the Buyer, after which time they may be altered by the Company without giving notice to the Buyer.
4.2 Avon Stainless Products Ltd reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company.
4.3 All prices are given by Avon Stainless Products Ltd on an ex works basis.
4.4 All prices are ruling at time of despatch and are exclusive of VAT.
4.5 All prices quoted do not include the delivery charge unless otherwise agreed at the time of ordering.
5.Terms of payment
5.1 Unless any special terms have been agreed in writing between the Buyer and Avon Stainless Products Ltd, the Company shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery.
5.2 The Buyer shall pay the price of the Goods without any other deduction within the payment terms agreed,
5.3 If the Buyer fails to make any payment on the due date, Avon Stainless Products Ltd shall be entitled to
cancel the order or suspend all deliveries to the Buyer.
5.4 Avon Stainless Products Ltd may serve notice on the buyer, requiring immediate payment for all Goods supplied by the company, under this and all other contracts with the buyer, whether or not payment is otherwise due or invoiced.
5.5 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 Company) as Avon Stainless Products Ltd may think fit.
5.6 Avon Stainless Products Ltd may charge the Buyer interest on the amount unpaid, at the rate of 3 per cent per annum above The Bank of Scotland base rate from time to time, until payment in full is made.
5.7 All goods will remain the property of Avon Stainless Products Ltd until the Buyer has made payment in full, and have the right to recover all goods to which Avon Stainless Products Ltd hold title. If no payment terms have been agreed, payment will be made within 30 days from date of invoice.
6.Delivery
6.1 Any dates quoted for delivery of the Goods are estimated and Avon Stainless Products Ltd shall not be liable for any delay in delivery of the Goods however caused. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
Avon Stainless Products Ltd reserve the right to under/over deliver quantities by 10% and the buyer shall pay for the amount delivered.
6.2 If the Buyer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery the Company may store the Goods until actual delivery and charge the Buyer for the costs of storage or sell the Goods at the best price obtainable and 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.
6.3 The Buyer shall notify the Company and the carrier in writing of any damage in transit to or mis-delivery or shortfall in the quantity of the Goods within 7 days from the date of delivery.
7. Retention of title
7.1 Until the Buyer hold title of the goods, the Buyer, shall hold the goods as the Company's agent and bailee, and shall keep the goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Avon Stainless Products Ltd’s property, but the Buyer shall be entitled to resell or use the goods in the ordinary course of its business.
7.2 Until such time as the goods are passed to the Buyer, Avon Stainless Products Ltd shall be entitled at any time to require the Buyer to deliver the goods back to the Company 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.
8. Liability
8.1 Avon Stainless Products Ltd warrants that the Goods will correspond with their specification at the time of delivery.
8.2 The above warranty is given by the Company subject to the following conditions:
Avon Stainless Products Ltd shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer.
Avon Stainless Products Ltd shall be under no liability if the total price for the Goods has not been paid by the due date for payment..
8.3 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Company within 7 days from the date of delivery. If the Buyer does not notify the Company accordingly, the
Buyer shall not be entitled to reject the Goods and the Company shall have no liability, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.4 Any claim by the Buyer which is based on a complete failure to deliver the Goods to the Buyer on the agreed or notified delivery date shall be notified to the Company in the time limits specified. If the Buyer does not notify the Company accordingly Avon Stainless Products Ltd shall have no liability for failure to deliver and the Buyer shall be bound to pay the price as if the Goods had been delivered.
8.5 Where any claim, based on defects of the Goods or condition of the Goods, or their failure to meet specification is notified to the Company in accordance with these Conditions, Avon Stainless Products Ltd shall be entitled to replace the Goods free of charge or a refund to the Buyer the price of the Goods.
8.6 Avon Stainless Products Ltd shall not be held liable for any consequential loss (including production / profit). No liability can be made for claims notified more than one year from when the goods were purchased from Avon Stainless Products Ltd.
9.Force Majeure
9.1 Avon Stainless Products Ltd 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 failure to perform any of the Company's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company's reasonable control such as Act of God, explosion, flood, strikes, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition.
10.General
10.1 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 provision in question shall not be affected.
10.2 Any dispute arising under or in connection with these Conditions or the sale of the Goods shall be referred to arbitration by a single Arbitrator appointed by agreement or (in default) nominated on the application of either party by the President of the Chartered Institute of Arbitrators.
10.3 The parties to this Contract do not intend that any term of this agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999.
10.4 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.
