TERMS
AND CONDITIONS OF SALE OF THE ACCESS PANEL COMPANY LTD.
GENERAL
Every offer, tender, quotation, acceptance and contract
for the sale or supply of goods including services associated
with the goods by The Access Panel Company (hereinafter
called the “company”) is made subject to these
conditions and all other terms and conditions proposed by
the purchaser (hereinafter called the “ buyer”)
are expressly excluded.
PAYMENT
Unless the company notifies the buyer otherwise in writing,
payment will become due on or before the thirtieth day of
the month following the date of invoice.
The company reserves its rights to charge interest upon
invoices which become overdue for payment at the rate of
two per cent per annum above Natwest Plc base rate per month.
Goods remain the property of The Access Panel Company Ltd
until payment has been received in full.
DEFFERED DELIVERIES
Should the buyer defer any previously agreed delivery date
(whether to full or part deliveries), the Company will invoice
the buyer as if the goods had been delivered and payment
shall be due according to the normal terms of payment. The
company may also charge storage costs for the period of
deferment.
MANUFACTURING TOLERANCES AND SPECIFICATIONS
Where the goods have been supplied to the buyers specifications,
the company will not accept liability for any failure or
defect of such goods and the buyer shall indemnify the company
against all actions, claims, costs and proceedings, including
claims that the specification or goods infringe the intellectual
property rights of another. The company gives no warranty
as to the fitness for any particular purposes of goods so
supplied to the buyers own specification and cannot accept
liability for clerical or drawing errors on the specification
supplied by the buyer.
DELIVERY
Although the company will make every effort to deliver goods
on the agreed date, time is not of the essence of the contract.
Any quoted delivery dates or supply periods are business
estimates only and the company shall not be liable for any
loss or damage whatsoever incurred by delay of goods.
TITLE TO GOODS
The legal and equitable title to all goods supplied under
any contract will not pass to the buyer until the price
for the goods has been paid in full and until such payment
the buyer will hold the contract goods in a fiduciary capacity
as Bailee for the company.
Where the contract goods are resold by the buyer and at
the time of such resale the title in such contract goods
has not passed to the buyer, then the proceeds of such resale
shall be held by the buyer in fiduciary capacity on trust
for the company and the buyer will account to the company
for the same to the extent necessary to pay the price for
the contract goods.
Whether or
not the price for the contract goods has become due from
the buyer under the contract, such price will be deemed
to be due from the buyer immediately on the buyer becoming
bankrupt, calling a meeting (whether formal or informal)
of any of its creditors, or (whether the buyer is a body
corporate) having a receiver or manager appointed of its
undertaking or any part thereof, or on a resolution being
passed or on a petition being presented to any court for
the winding up of the buyer, or the commencement of any
proceedings whatsoever relating to the insolvency or possible
insolvency of the buyer.
DAMAGES/ LOSS/ NON-DELIVERY
The company cannot accept responsibility for damage to goods,
mis-delivery or non-delivery where the carrier has been
given a clear receipt by the buyer, or anyone who can be
reasonably said to be acting on behalf of the buyer.
Any loss or damage to goods must be notified to the company
immediately upon receipt of the goods by telephone and confirmed
in writing within 24 hours thereafter. The buyer shall at
the same time notify the carrier in writing of any such
loss and enter a note of the same upon the carriers paperwork.
If the buyer fails to give any notice as provided above,
and the company is precluded from making recovery from the
carrier in respect of loss or damage complained of then
the buyer shall be liable to pay for the goods as though
no such loss or damage had occurred.
THIRD PARTY
The Access Panel Company Ltd will accept no responsibility
for any 3rd party losses howsoever caused. The company’s
liability will be limited to replacing any faulty products
in a reasonable time, unless agreed in writing prior to
the goods being delivered.
FORCE MAJEURE
The company shall not be liable for any failure to observe
or for any breach of any of the terms hereof by reason of
force majeure and in such events deliveries may be wholly
or partially suspended by the company during the operation
of force majeure and the time of such suspension shall be
added to the delivery time specified in the original contract.
CANCELLATION/ RETURNS
No contract for goods ordered may be cancelled unless cancellation
is received in writing within 24 hours of receipt by the
buyer of the company’s official order acknowledgement.
LAW
These conditions and any contract to supply goods shall
be subject to and construed in accordance with English Law
and the parties hereby agree to accept the exclusive jurisdiction
of the English courts in all matters connected therewith
or relating thereto.
