Page 171 - apw Products Catalog 2012

TERMS AND CONDITIONS OF SALE 1. ACCEPTANCE OF ORDER AND EXPIRY DATE. Orders are accepted only upon and subject to (b) The return of goods which are surplus to the buyers requirements will not normally be al- the sellers conditions of sale as printed hereunder. Unless expressly accepted in writing any lowed. However a specific request in writing from the buyer listing the surplus goods that he qualifications of these conditions by the buyer in any written or printed document or other- wishes to return will be considered by the seller. The return of any such goods shall be at the wise shall be inapplicable. Unless previously withdrawn sellers quotation expires six weeks absolute discretion of the seller. after the date thereof. No binding contract shall be created by the acceptance on the part of 15. RISK. The risk in the goods shall pass to the buyer on delivery. the buyer of a quotation or offer made by the seller until notice of the acceptance of the order 16. RESERVATION OF TITLE. Until full payment has been received by the seller for all goods shall have been given by the seller. supplied or services rendered the following shall apply. 2. DELIVERY. Any date named by the seller for despatch is given and intended as an estimate (a) absolute property in the goods shall remain with the seller. only and is not of the essence of the contract. The buyer shall nevertheless be bound to accept (b) should the goods be converted or assembled into a new product the conversion or assem- the goods ordered when available. The seller shall not be liable in any way in respect of late bly shall be deemed to have been affected on behalf of the seller who shall have beneficial despatch or delivery however caused nor shall such failure to despatch be deemed to be a owner ship of the new product but without accepting any liability in respect of such goods. breach of the contract. Where drawings, specifications, instructions and materials are to be (c) subject to (d) and (e) below the buyer shall be free to sell the goods and the new products supplied by the buyer, then the buyer shall supply the same in reasonable time to enable the referred to in (b) above in the ordinary course of business on the basis that the proceeds shall seller to despatch within the period named. belong to the seller until the seller receives full settlement. 3. PRICES. Orders are accepted only on the conditions that goods will be invoiced at the price (d) the seller may at any time revoke the buyers power of sale by notice to the buyer provided list at the date of despatch. The seller reserves the right to alter prices without notice to cover that such notice be based on reasonable grounds. variations in the cost of raw materials labour etc. or through buyers change of design or for (e) the buyers power of sale shall automatically cease in the event of an occurrence covered any other reason. If variation in price occurs during the currency of an order the price of the in clause 10 of these Terms and Conditions. undes patched portion of the order outstanding at the date of such variation in price may be (f) Upon determination of the buyers power of sale under (d) or (e) above the buyer shall place adjusted accordingly. All prices quoted are exclusive of VAT where applicable. the goods and the new products at the disposal of the seller who shall be entitled to enter 4. TERMS OF BUSINESS. For holders of approved credit accounts payments should be made upon any premises of the buyer for the purpose of removing such goods and new products at in full and received within 30 days of the date of invoice. Otherwise cash shall be paid COD the disposal of the seller from the premises. (cash on delivery) or proforma invoice. The seller reserves the right to charge interest at 2% (g) the buyer agrees to store and record such goods in such a way that they are readily identifi- per month on all overdue accounts with a minimum charge of € 50.00 able as the property of the seller. 5. CARRIAGE COSTS. The cost of carriage by standard service from the sellers premises is 17. INDEMNITY. The buyer shall indemnify the seller in respect of all damage or injury occur- excluded in the quoted price for goods or services. A despatch service is available charge- ring to any personal property and against any action and expenses in that connection for which able at cost. the seller may become liable in respect of the goods sold if the damage or injury is caused by 6. ADMINISTRATION COSTS. For orders of a small value a “small order” administration charge the negligence of the buyer or his servants or agents. will be levied. A documentation charge is also levied for “Certificate of Conformance”. 18. NON CATALOGUE ORDERS. For non catalogue items made specifically to customer orders 7. WARRANTIES AND DEFECTIVE GOODS. (a) The buyer relies on his own skill and judgement we reserve the right to over or under deliver up to a maximum of 5% of the total ordered and as to the suitability of all goods offered and supplied for any particular purpose for use under invoice accordingly. any specific conditions. 19. APW ELECTRONICS SRL has a policy of constant research and development and we re- (b) The seller shall make good by replacement or (at sellers option) by repair any defects serve the right to change specifications without notice. in the goods supplied which arise solely out of faulty design (other than a design made, fur- 20. CONSTRUCTION. This contract shall be construed in all respects as an European contract nished or specified by the buyer for which seller hereby disclaims responsibility) or the use and in conformity with European law. of faulty materials or bad workmanship on sellers part and which are notified to seller within 21. “FORCE MAJEURE”. Any order is accepted only on condition that we shall be in no 12 months from the date of despatch to the buyer. For components provided that: electrical way responsible for “force majeure” including loss, damage, delays or otherwise attribut- and electronic equipment and 10 years from the date of despatch to the buyer for metalwork able to strikes, lock out, civil commotions, transport delays, war, peril of the sea or river, components provided that: Government decrees or action by any Government Department, accidents of any kind, cessa- iii) the buyer shall have installed and used the goods properly, and tion of labour or any like cause or contingency over which we have no control. iii) the goods are returned to the seller if seller so requests, and These terms and conditions supersede all other previous terms and conditions and are consid- iii) the seller’s liability shall be limited to delivery of repaired or replacement goods only, free ered to be issue 1 and dated November 1999. to the original contractual place of delivery, and iv) these conditions shall apply to the repaired or replacement goods, and iv) if repair or replacement of the defects is not practicable, the buyer shall be credited in respect of the goods. (c) Subject to paragraph (b) and (d) hereof, seller shall be under no liability whatsoever for any breach of contract howsoever arising, including breach of any express or implied condi- tion or war ranty or collateral warranty nor shall seller be liable for any negligence including misstatement either in tort or contract or otherwise, nor, beyond the terms of paragraph (b) for any loss injury or damage whether direct or consequential and whether flowing from any defect latent or otherwise in the goods or from any failure in the goods to accord to contract and whether or not attributable to any failure or delay in repair or replacement by seller. (d) Nothing in this condition shall be construed as excluding or restricting the seller’s liability for death or personal injury resulting from the seller’s negligence as defined in Section (1) of the Unfair Contract Terms Act 1977 or the seller’s liability to any person under Part 1 of the Consumer Protection Act 1987. 8. SHORTAGES DAMAGES AND/OR LOSS IN TRANSIT. All claims for damage to or partial loss of goods in transit must be submitted in writing to both seller and carrier within three days of delivery. In case of non delivery of the whole consignment claims must be submitted in writing to both the carrier and seller within seven days of receipt by the buyer (or the buyers agent) of notification of despatch of the goods. In the absence of claims within the terms mentioned above the goods shall be deemed to have been delivered in accordance with the contract. 9. TEST AND INSPECTION. Unless otherwise agreed all testing and inspection specified by the buyer or implied by the order as customary to the sellers practice shall be at the sellers works and shall be final. 10. INFRINGEMENT OF PATENTS OR REGISTERED DESIGNS. The buyer shall indemnify the seller against all damages, penalties, costs and expenses to which the seller may become liable as a result of work done in accordance with the buyers specification which involves infringement or alleged infringement of a patent, registered design or any intellectual prop- erty right. 11. BUYER’S BANKRUPTCY. If the buyer shall make default in or commit any breach of any of his obligations to the seller or if any distress or execution shall be levied upon the buyer or if the buyer shall offer to make any arrangement with creditors or commit any act of bankruptcy or if any petition of bankruptcy shall be presented against him or if the buyer is a limited company any resolution or petition to wind up such company’s business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented the seller shall have the right forthwith to determine by written notice posted to the buyer any contract or then subsisting without prejudice to any claim or right the seller might otherwise make or exercise. 12. DEFAULT OF PAYMENT. Should default be made by the buyer in paying any sum due under any contract as and when it becomes due or should the buyer be in breach in any respect of the contract entered into the seller shall have the right with or without notice at the discretion of the seller either to suspend all further deliveries until the default be made good or to deter- mine any contract then subsisting so far as any further goods remain to be delivered without prejudice to any claim or right the seller might otherwise make or exercise. 13. CANCELLATION. The buyer may suspend or cancel an order only with our written consent and agreement to terms which will indemnify us against any expense incurred. It should be clearly understood that where an order calling for scheduled delivery is placed with the seller for a period of three months or more, the seller may manufacture goods in batches equal to the total requirements of the order. Should the seller accept the buyers cancellation the seller reserves the right to levy a cancellation charge not exceeding 20% of the value of the order and to invoice for the difference in selling price applicable to the quantity taken up to the time of the cancellation. 14. RETURN OF GOODS. (a) Subject to agreement with the seller items incorrectly ordered will be accepted for return within two months of their receipt of provided they are unused and in their original wrapping. A 20% handling charge will be levied and a replacement order must be made coincident with the return of the items for credit. The minimum charge will be € 50,00.