Statement of Terms and Conditions of Sale [2019]

In these conditions, the term "the Company" means Antifriction Components Ltd

Acceptance

All orders for the supply of goods and/or the provision of services placed with the Company shall be deemed to be subject to these terms and conditions, and these are the only terms and conditions on which orders are accepted. No addition thereto or variation there from shall apply unless specifically agreed between the parties in writing. These Terms and Conditions apply to any contracts made between the Company and its customers to the exclusion of any other terms that any customer seeks to impose or incorporate or which are implied by law, trade custom, practice or course of dealing.

Price and Delivery


  1. The price payable shall be the price in force at the time of delivery or performance, and the Company's current price list does not constitute an offer to sell at the prices set out therein. The Company may at any time in its discretion and without notice, amend the price of any items or services to be supplied under the Contract to the current price listed in its Price Lists at the time of delivery and in the event that the Customer orders a different quantity of goods or different services from that originally quoted for, the Company reserves the right to amend the price.

  2. The Company will make every effort to effect delivery as quoted but will not be liable for loss or damage caused by delay in delivery or performance and all dates or periods for delivery or performance quoted are approximate only and are not guaranteed

  3. Unless otherwise agreed in writing the Company's prices are ex works. The Company reserves the right to charge carriage to the place specified for delivery in the Order Acceptance, such charge to reflect the weight and the distance involved and the mode of carriage requested, and unless expressly agreed to the contrary the Company should be deemed to be acting on behalf of the Customer in instructing any Agent or Carrier.

  4. All amounts payable by the Customer are exclusive of VAT. The Customer will, on receipt of a VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the relevant goods or services at the same time as payment is due for the supply of the goods or services.


Payment


  1. The Company's payment terms are cash with order. Or on approved Credit Accounts payment is due on or before the end of the month following the month of the invoice.

  2. If payment is not made by the due date under sub clause (a) the Company shall be entitled to charge interest on the amount due from the date of invoice until the date of payment in full whether before or after judgement at 2% over Bank of England base rate in force for the time being with time being of the essence.

  3. If the Customer shall fail to comply with any request made by the Company for payment before delivery, irrespective of whether the order has been accepted on credit terms, the Company may without notice revoke all credit facilities and withhold any and all deliveries to the Customer until payment has been made.

  4. If payment for previous deliveries has not been made on the due date, The Company may without notice revoke all credit facilities and withhold any or all deliveries to the Customer.

  5. If payment is not made by the due date under sub clause (a) the Company may without notice take any action that may be deemed necessary to secure payment. Any costs incurred by the Company, through any such action will be borne by the customer. Time for payment shall be of the essence.


Risk

The goods shall be at the sole risk of the Customer from the time of delivery to the Customer or to his agent or to any carrier acting for the Customer (including any such agent or carrier instructed by the Company acting on behalf of the Customer).

Title


  1. Title in and beneficial ownership of the goods shall remain in the Company (notwithstanding delivery of such goods to the Customer) until the Customer has paid the full price of such goods. Pending such payment the following provisions of this condition shall be applicable to such goods.

  2. The Customer shall mark and keep the goods so as to identify them clearly as the property of the Company.

  3. The Company shall be entitled at any time by its servants or agents at the Customer's expense to enter upon the Customer's premises and to recover and dispose of the goods and the Customer shall make no claim against the Company in respect of any such entry or disposal.

  4. The Customer may in the ordinary course of business sell or otherwise dispose of the goods to a third party, but shall hold the proceeds of any such sale or disposal and any such rights or claims against third parties arising out of such sale or disposal for and to the account of the Company until the Customer has paid the price of such goods in full.

  5. All intellectual property rights in arising out of in connection any goods or services supplied by the Company shall be owned by the Company.


Claims


  1. All claims for non-delivery of any goods shall be made in writing to the Company within fourteen days after the date of the Company's invoice.

  2. All other claims arising from shortage, loss or damage or deterioration of goods in transit must be made in writing to the Company within seven days of receipt of the goods, whereupon if required by the Company the Company shall immediately be given adequate opportunity to inspect the goods in question.

  3. In the absence of notification of claim and/or adequate opportunities to inspect in accordance with paragraphs (a) and (b) above, the goods shall be deemed to have been delivered in accordance with this contract

  4. No returns of any goods or product will be accepted by the Company without written agreement from the Company..


Warranty and Liability


  1. To the extent that it is able to do so, the Company shall use its reasonable endeavors to pass to its Customers the benefit of any manufacturer's warranty or guarantee which has been provided to the Company in respect of the goods supplied by the Company to its Customer but only for as long as any such warranty or guarantee continues to subsist for the benefit of the Company. In any event, the Company shall have no liability or responsibility in respect of any goods supplied by it:


    1. Unless the Company is promptly notified in writing upon discovery of any defect by the relevant customer; or

    2. Where any alteration has been made to the goods after leaving the Company's possession without prior written consent of the Company; or

    3. Where any alleged defect is due in whole or in part to misuse, neglect, overload, unsuitable lubricant, improper installation or repair, alteration or accident, fair wear and tear or any other circumstance beyond the control of the Company; or

    4. Where for any reason the relevant goods or customer ceases to receive the benefit of said manufacturer's warranty or guarantee.


  2. Save as aforesaid or save as expressly stated in writing the purchaser of any goods from the Company shall be deemed to have had the opportunity of inspecting the same prior to their purchase and the purchaser shall be deemed to have purchased the same with notice of all defects therein and no warranty or condition is given or implied by the Company as to the state, quality or fitness of the goods and accordingly all representations, warranties, conditions or undertakings, express or implied by statute, custom, common law or otherwise as to the state, title, quality, performance or fitness of the goods supplied by the Company (or any of them) for any particular purpose or their correspondence with description or sample are hereby expressly excluded to the fullest extent permitted by law (save that nothing in these Terms and Conditions limits any liability which cannot legally be limited).

  3. The company warrants that its services will be provided using reasonable skill and care.

  4. The maximum liability of the Company in respect of any goods or services supplied by it shall be limited to the invoice value (excluding VAT or carriage) of the same and in no circumstances shall the Company be liable for any financial or consequential loss suffered by its customer or any third party relating to any goods or services supplied by it.

  5. The Customer agrees that these terms and conditions and the exclusions and limitations contained herein are fair and reasonable having regard to the fact that the Customer or its employees, agents or representatives have been given every opportunity it or they may have required to examine the relevant goods prior to the sale of the same by the Company.


Force Majeure

No failure or omissions by either party to carry out or observe any of the provisions of this contract shall give rise to any liability on the part of that party or be deemed to be a breach of this contract if such failure or omission directly or indirectly arises from circumstances beyond its control including acts of God, fire, accident, strike, lockout, civil disturbance or labour dispute, acts, order or regulations of Government or shortages of materials or fuel or from any cause whether or not of the same nature as the foregoing beyond the control of the party in question.

Special Manufacture

Orders for goods requiring special manufacture will only be accepted subject to the Company's right to deliver and charge for up to 10% more or less than the quantity ordered. Acceptances of an order for goods requiring special manufacture, does not either expressly or by implication convey to the buyer any proprietary right over such goods or the production thereof.

Service

Any service or advice provided by the Company is offered in good faith and without any liability for loss or damage arising therefrom. Whilst every care is taken to ensure that information given in catalogues, correspondence, etc. is accurate, no responsibility is accepted for any errors which may occur therein and such catalogues, correspondence, etc., do not constitute the whole or any part of this contract.

Breach and Cancellation


  1. The buyer shall have no right under any circumstances to cancel or vary any order without the prior written consent of the Company, which consent shall be conditional upon payment of such compensation as the Company shall reasonably require.

  2. The Company shall be entitled without prejudice to its other rights and remedies either to terminate wholly or in part this contract or any other contract with the Customer or to suspend any further deliveries under this contract or any other contract


    1. in the event of the Customer being in breach of this contract

    2. if any debt due and payable by the Customer to the Company is unpaid.

    3. if the Customer has failed to take delivery of any goods under this contract or any other contract in accordance with the terms of that contract.

    4. if the Customer becomes insolvent or being a corporate body has a receiver appointed or passes a resolution for winding up or a Court Order is made to that effect.


  3. Any exercise by the Company of its rights hereunder shall be without prejudice to any of its other legal remedies.

  4. In the event that the Company exercises its rights hereunder, all invoices for goods or services supplied to the Customer up to the date of discovery of the breach or breaches and for goods or services supplied thereafter shall forthwith become immediately payable thereon from the date of the relevant invoice.


Set-Off

The buyer shall not be entitled to withhold payment of any amount payable to the Company by reason of any disputed claim by the buyer in connection with his contract or with any other contract between the Company and the buyer and all sums payable under these Terms and Conditions will be payable in full without any deduction.

Assignment

This contract or any part thereof shall not be assignable by the Customer without the written consent of the Company.

Unfair Contract Terms Act 1977

The Company considers these terms and conditions of sale to be fair and reasonable and its prices and insurance arrangements are made on the basis of these terms and conditions. The Customer will be deemed to have accepted that these terms and conditions are fair and reasonable unless he has informed the Company in writing before any Contract is entered into that he considers these terms and conditions to be unreasonable.

Arbitration

The Company shall have the right to refer any dispute under this contract to arbitration in accordance with the Arbitration Acts 1950 and 1979 (or any statutory modifications thereof from time to time in force) by written notice to that effect served upon the Customer. The Arbitrator shall be appointed by agreement between the parties and failing such agreement within 21 days of service of the aforesaid notice, to be appointed by the President of the Law Society of England and Wales for the time being.

Waiver

Any failure of the Company to insist upon the strict performance of any of these terms and conditions or any delay in the exercise of any rights or remedies provided herein shall not constitute a waiver of any such condition right or remedy unless expressly agreed in writing. The waiver of a breach shall not constitute a waiver of any continuing or future breach.

Headings

The headings in these terms and conditions are for convenience only.

Notice


  1. Any notice or communication to be given by either party to the other under this contract shall be in writing and may be served by leaving it at or by sending it by pre-paid, registered or recorded delivery post to the address specified for the relevant party in the contract or to such other address as may be notified by either party for the purpose.

  2. Any such notice shall be deemed to have been served in the case of notice delivered by hand upon the receipt thereof and in the case of notice sent by recorded or registered post, 2 days after the posting thereof.


General

English law shall govern the construction, validity and performance of these Terms and Conditions.

Severability

The invalidity or unenforceability for any reason of any part of these terms and conditions shall not affect or prejudice the validity or enforceability of the remainder of these terms and conditions.