Terms and Conditions
Autotaps Limited- Terms and Conditions
1 In these Conditions ‘the Company’ means the AUTOTAPS LIMITED named overleaf and ‘the Purchaser’ means the individual, firm, company or other party with whom the Company contracts.
No order in pursuance of any quotation or otherwise shall be binding on the Company unless and until such order is accepted by the Company. Any contract made between the Company and the Purchaser (herein called ‘the Contract’) shall be subject to these Conditions and save as after mentioned no representative or agent of the Company has authority to make any representations inconsistent with them or to enter into any contract except on the basis of them; any such representation or contract will bind the Company only if in writing and signed by a Director of the Company.
Unless otherwise agreed in writing by the Company these Conditions shall override any terms and conditions stipulated or referred to by the Purchaser in his order or pre-contract negotiations.
Any description or the colour of any illustration contained in the Company’s catalogues, website, samples price lists or other advertising material are intended merely to present a general picture of the Company’s products and shall not form representations or be part of the Contract.
In the event that the Company has not given a written acknowledgement of the Purchaser’s order these Conditions, provided the Purchaser shall have had prior notice of them, shall nonetheless apply to the Contract.
The Company reserves the right to correct any clerical or typographical errors made by its employees at any time.
2. Where goods are made to a Purchaser’s own specification or design or customization, tooling or customization charges are non-refundable, the Purchaser undertakes full responsibility for the suitability and fitness, installation/removal cost of the specification or design and undertakes to indemnify the Company against any infringement of any patent registered design or copyright and any loss, damage or expense which it may incur by reason of such infringement in any country.
3. Purchaser's choice of ‘third party’ accessories or fittings are outside the scope of the Company's liability, and cannot accept any liability for any discrepancies, refunds, faults, malfunctions, cost of installations/removal arising from using the Company’s products in conjunction with such accessories or fittings.
4. Subject to any agreement to the contrary the Company’s quotations are provisional insofar as they are subject to alteration by reference to any changes in the price of raw materials, rates of wages and other costs of production taking place between the date of quotation and the Company’s acceptance of the Purchaser’s order or in the event that the Purchaser orders part only of the quantity referred to in any quotation.
5. The Company shall be entitled to increase its prices at any time to take account of any increases in the cost to the Company of manufacturing or supplying any goods and such increased prices ruling at the date of despatch by the Company shall be substituted to the previous contract price. All prices quoted are exclusive of VAT.
6. The Company shall be entitled to make a reasonable charge for the delivery of small quantities of goods or materials. Subject thereto and unless otherwise provided the Contract price of the goods includes the cost of carriage to the contracted place of delivery by the means most convenient to the Company. The Purchaser shall be responsible for off-loading which will be at the Purchaser’s risk and expense.
Collection by the Purchaser or his servants or agents shall constitute delivery.
Subject (in the case of export sales) to incoterms, the risk in the goods shall pass to the Purchaser on delivery.
Should the Company be delayed in or prevented from making delivery of the goods due to war, government or parliamentary restrictions, strike, lock-outs, fire, floods, explosions, labour disturbances, trade disputes, damage to or destruction of the goods, breakdown of machinery, shortages of labour or of raw materials, Act of God or due to any other cause whatsoever beyond the reasonable control of the Company, the Company shall be at liberty to cancel or suspend the order placed by the Purchaser without incurring any liability for any loss or damage arising therefrom.
While the Company will endeavour to deliver the goods by any date or within any period agreed upon, such dates and periods are estimates only given in good faith and the Company will not be liable for any failure to deliver by such a date or within such a period. Moreover, the Company shall be entitled to defer delivery until any monies due from the Customer have been received.
7. Unless otherwise specified in writing by the Company payment shall be made by the Purchaser before delivery. Time for payment shall be of the essence of the Contract. Without prejudice to any other right of the Company interest will be payable on all overdue accounts at Bank of England base rate plus 4% and for the purposes of paragraph 10 hereof the full purchase price of the goods shall include any interest payable hereunder.
Any discount offered to the Purchaser is shown on the face of the invoice and affects neither the date by which payment is due nor the Company’s entitlement to interest in the event that payment is not made by such date.
8. The Company reserves the right to make scheduled deliveries each of a part only of the overall amount and value of goods ordered by the Purchaser.
Where any such scheduled delivery is made the goods comprised within each delivery shall be deemed to have been sold and delivered under a separate contract for the sale of the goods the subject of such delivery and will be invoiced separately.
The Buyer will pay for the goods delivered in each scheduled delivery without set off, counter claim or deduction in respect of any previous or future scheduled delivery or other goods ordered from the Company.
9. If the Purchaser shall fail to make any payment when it becomes due or shall enter into any composition or any arrangement with his creditors or if being an incorporated company shall have an administrative receiver or administrator appointed or shall pass a resolution for winding up or a Court shall make an order to that effect or if there shall be any breach by the Purchaser of any of the terms and conditions hereof of, the Company may defer or cancel any further deliveries and treat the Contract of which these Conditions form part as determined but without prejudice to its right to any unpaid purchase price for goods delivered and damages for any loss suffered in consequence of such determination.
Cancellation by the Purchaser will only be accepted at the discretion of the Company and in any case on condition that any costs or expenses incurred by the Company up to the date of cancellation and all loss resulting to the Company by reason of such cancellation will be reimbursed by the Purchaser to the Company forthwith. Acceptance of such cancellation will only be binding on the Company if in writing.
A charge will be made for any costs incurred by the Company due to suspension or deferment of any order by the Purchaser.
10. No claim for damage in transit, shortage of delivery or loss of goods will be entertained unless the Purchaser shall have given to the Company written notices of such damage, shortage or loss with reasonable particulars thereof within three days of receipt of the goods of (in the case of total loss) within seven days of receipt of the invoice or other notification of despatch.
The Company’s liability, if any, shall be limited to replacing or (in its discretion) repairing or paying for the repair of such goods and it shall be a condition precedent to any such liability that the Purchaser shall, if so requested, have returned damaged goods to the Company within fourteen days of such request. The Purchaser shall not be entitled to make any claim against the Company for consequential loss arising out of such damage, shortage or loss as aforesaid.
Save as otherwise provided in these Conditions the Company’s liability in respect of any defect in or failure of goods supplied or work done is limited to replacing or (in its discretion) repairing or paying for the repair or replacement of goods which within twelve months of delivery to the Purchaser are found to be defective by reason of faulty or incorrect design, workmanship, parts or materials and in the event of any error in weight, dimension or other description which has formed a representation or is part of a Contract the Company’s liability in respect of any direct loss or damage sustained by the Purchaser as a result of such error shall not exceed the price of the goods in respect of which the description is incorrect. Conditions precedent to the Company’s liability hereunder shall be that as soon as reasonably practicable the Purchaser. i Shall have given to the Company reasonable notice of the defect, failure or error ii Shall have either returned the goods to the Company or provided authority for the Company’s servants or agents to inspect them, as the Company may request The Company shall have no other or further liability in respect of any direct or consequential loss or damage sustained by the Purchaser arising from or in connection with any such defect, failure or error as aforesaid.
Where the Company agrees to repair or replace goods in accordance with the foregoing provisions of this paragraph any time specified for delivery under the Contract shall be extended for such period as the Company may reasonably require.
All goods sold by the Company are supplied with the benefit of the terms implied by Section 12 of the Sale of Goods Act 1979 and where the Purchaser is not dealing or holding himself out as dealing in the course of a business, Sections 13, 14 and 15 thereof. Subject thereto all other conditions, warranties and other terms express or implied, statutory or otherwise, are expressly excluded, save insofar as contained herein or as otherwise expressly agreed by the Company in writing PROVIDED that if and insofar as any legislation or an order made thereunder shall make or have made it unlawful to exclude or purport to exclude from the Contract any term or shall have made unenforcable any attempt to exclude any such term, the foregoing provisions of this paragraph will not apply to any such term.
11. The following provisions shall apply to all goods which under the Contract the Company agrees to supply to the Purchaser. No failure by the Company to enforce strict compliance by the Purchaser with such provisions shall constitute a waiver thereof and no termination of the Contract shall prejudice limit or extinguish the Company’s right under this paragraph.
This provision shall apply to all contracts the proper law of which is English Law. Upon delivery of the Goods the Purchaser shall hold the Goods solely as bailee for the Company and the Goods shall remain the property of the Company until such time as the Purchaser shall have paid to the Company the full purchase price of all goods or services supplied under the Contract or any other Contract. Until such time the Company shall be entitled to recover the Goods or any part thereof and for the purpose of exercising such rights the Company, its employees and agents with appropriate transport may enter upon the Purchaser’s premises and any other location where the Goods are situated.
The Purchaser is hereby granted a license by the Company to incorporate the Goods in any other products.
The Purchaser is hereby licensed to sell on the Goods and any products incorporating any of them. The Purchaser shall, immediately upon receipt of the proceeds of sale, and whether or not payment has become due under paragraph 6 hereof remit to the Company the full purchase price of the Goods sold on less any part thereof which has already been paid and until such amount has been so remitted shall hold such amount as trustee and agent for the Company.
The licenses granted under sub paragraphs across shall be terminable forthwith at any time upon notice by the Company to the Purchaser.
12. Save as herein before provided and subject to the provisions of Section 2(1) of the unfair Contracts Terms Act 1977 the Company shall not be liable to the Purchaser for any damage or for any direct or consequential loss incurred by the Purchaser in consequence of any negligence on the part of the Company or negligence of willful default on the part of its servants or agents in or in connection with the supply of any goods or in the carrying out of any work (which expression shall, without prejudice to its generality, include all work done in or in connection with the design, manufacture or repair of any Goods in the preparation or provision of any information or advice relating thereto).
13. These Conditions shall not affect the statutory rights of a consumer.
14. The proper law of all Contacts with the Company shall be English Law which shall govern in all respects the construction and effect of such contracts and of these terms of business. The Purchaser agrees that in the event of any claim or dispute arising out of the Contract or the performance thereof the English Courts shall have jurisdiction and he will submit thereto.
15. This Terms and Conditions is subject to change without prior notice to the Consumer or Purchaser.