These General Terms and Conditions are the basis under which all goods are sold by Autometers Systems Limited. The Terms and Conditions contained herein are to be implemented from January 1st 2006.
In these conditions:
‘Seller’ shall mean Autometers Systems Limited its servants or agents.
‘Buyer’ shall mean the Purchaser or intending Purchaser from the Seller of the goods supplied on the terms herein.
“Home Sales” shall mean goods delivered within the United Kingdom.
‘Export Sales’ shall mean goods delivered outside the United Kingdom.
‘Goods’ shall mean the items supplied hereunder.
These conditions apply to export sales and home sales equally unless specifically stated herein to the contrary.
All goods are supplied to the Buyer on the following terms and no person in the employment or acting otherwise as agent of the Seller or purporting so to do has authority to accept orders or supply goods on any other conditions or to vary these terms in any way whatsoever. Previous dealings between the Seller and any Buyer shall not vary or replace these terms or be deemed in any circumstances whatsoever so to do. Acceptance of goods from the Seller by the Buyer or his representative shall be conclusive evidence before any Court or Arbitrator that these terms apply.
The Buyer acknowledges that before entering into an agreement for the purchase of any goods from the Seller he has expressly represented and warranted that he is not insolvent and has not committed any act of bankruptcy or being a Company with limited or unlimited liability knows of no circumstances which would entitle any debenture holder or secured creditor to appoint a receiver to petition for winding up of the Company or exercise any other rights over or against the Buyer’s assets.
Goods which are the subject of any agreement by the Seller to sell shall be at the risk of the Buyer as soon as they are delivered by the Seller to the Buyer’s vehicles or premises, collected by the Buyer or his representative or delivered otherwise to the order of the Buyer.
(i) Such goods shall remain the sole and absolute property of the Seller as legal and equitable owner until such time as the Buyer shall have paid to the Seller the full agreed price.
(ii) In addition to the above the Buyer shall also pay the full price of any other goods the subject of any other contract with the Seller.
(iii) The Buyer acknowledges that he is in possession of the goods solely as Bailee for the Seller and in a fiduciary capacity until such time as the full price thereof is paid to the Seller together with the full price of any other such goods the subject of any other contract with the Seller.
(iv) Until such a time as the Buyer becomes the owner of the goods he will store them on his premises separately from his own goods or those of any other person and in a manner which makes them readily identifiable as the goods of the Seller.
(v) The Buyer’s rights to possession of the goods shall cease if he, not being a Company commits an available act of bankruptcy or if he being a Company does anything or fails to do anything which would entitle a Receiver to take possession of any assets or which would entitle any person to present a petition for winding up. The Seller may for the purpose of recovery of its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may re-possess the same.
(vi) If the Buyer incorporates the Goods into other Goods in any way title to those Goods shall vest forthright with the Seller.
(i) In the case of any Buyer who is not an incorporated body the purchase price shall be payable in full at the time of placing the order for the goods. In the case of a Buyer who is a corporate body the purchase price therefore shall be payable at such time as may be separately agreed in writing or in default of such agreement within 30 days after the date of invoice for the goods.
(ii) The Seller will make every endeavour to carry out orders at the price ruling at the time of acceptance of the Buyer’s order but reserves the right to alter the price to that ruling at the date of despatch and to amend accidental errors and omissions.
The Seller shall be entitled to recover from the Buyer by way of addition to the price such amounts as the Seller is liable to charge in respect of Value Added Tax or any other taxes in relation to goods supplied hereunder.
(i) The Seller will make every endeavour to supply the goods within the anticipated period. All delivery periods quoted are estimates only and the Seller shall not be liable for failure to make the goods available within such period. In no circumstance shall the Seller be liable to compensate the Buyer in damages or otherwise for non-delivery or late delivery of the goods or any of them or any loss consequential or otherwise arising from such late delivery or non-delivery nor shall late or non-delivery constitute a basis for a repudiation of this contract by the buyer.
(ii) It may be agreed with the Buyer to provide the goods against the Buyer’s forward schedules. In the event of any request by the Buyer to change delivery periods, technical specifications or quality in the delivery the Seller will inform the Buyer if such changes may be implemented and the notice necessary to effect them.
Any times quoted for the despatch of goods are to date from receipt by the Seller of a written purchase order from the Buyer to proceed with all necessary information and drawings to enable the Seller to put work in hand. All such times are to be treated as estimates only not involving the Seller in any liability for failure to despatch within such time unless the Buyer has suffered loss and the amount payable in respect thereof shall have been agreed in writing as liquidated damages between the Seller and the Buyer in which latter case the Seller’s liability shall be limited to the amount so agreed to be paid. In all cases whether a time for despatch be quoted or not the time for despatch shall be extended by a reasonable period if delay in despatch is caused by instructions or lack of instructions from the Buyer or by industrial dispute or any cause whatsoever beyond the Seller’s reasonable control.
Autometers Systems Limited undertake to replace or repair at their option any faulty meter that is returned carriage paid within 12 months of the date of purchase providing that the original seals remain intact and the meter has not been subject to wilful damage or misuse. Autometers Systems Limited will not accept any liability or claims where the original seals either paper or wire or other type are broken or missing or the meter has not been installed in accordance with the current electrical regulations.
Liability is limited to the cost of replacing the faulty item. Where products are supplied that are not manufactured by Autometers Systems Limited then any guarantee is limited to the guarantee provided by the original manufacture of the good so supplied.
Goods shall be subject to the terms contained in any form of guarantee issued by the manufacturers but shall be free from all other warranties expressed or implied statutory or otherwise and the Seller shall not be responsible or liable for any injury or damage to person or property or loss or consequential loss arising out of their use or handling. The Seller shall not accept responsibility for the expiry of any such guarantee due to the period for which the goods have been held in stock or otherwise.
(i) The Buyer may request special deliveries of the goods and if these can be arranged the extra cost thereof will be for the account of the Buyer.
(ii) Export Sales – unless otherwise agreed all goods are supplied F.O.B. as defined by I.N.C.O. terms 1953 at country of origin and all charges will be for the account of the Buyer.
(iii) Damage in transit – Goods damaged in transit may be replaced or repaired at no charge provided that notification of such damage is made by the Buyer to the Seller within 24 hours of receipt of the goods.
(iv) Loss in transit – Goods lost in transit will be replaced or repaired at no charge provided that written notification of such loss is made by the Buyer to the Seller within 5 Days of receipt of the Seller’s invoice. If the Buyer shall fail to give notice the goods shall be deemed in all respects to be in accordance with the contract and the Buyer shall be deemed to have accepted the goods accordingly.
Unless otherwise specified in these general conditions or in any agreement made between the Seller and the Buyer the packing of goods supplied shall be in accordance with the Seller’s standard practice as appropriate to the contract.
In the event of any amount payable by the Buyer to the Seller under the contract is improperly delayed the Seller may without prejudice to any other right:
(i) charge the Buyer interest at the rate of 4% above the current base rate of National Westminster Bank Plc. and
(ii) by giving notice to the Buyer in writing forthwith suspend the Seller’s performance of that and any other contract, and
(iii) by further notice to the Buyer in writing forthwith terminate the same contract and any other contract between the parties.
All orders shall be in writing by official order or by telefax or e-mail and will always be subject to these general conditions.
Telephoned orders are accepted at the Seller’s discretion and again will be subject to these general conditions. However, confirming orders shall be clearly so marked and duplications from failure to do so will be dealt with in accordance with these general conditions.
Where an order is made by a buyer containing incorrect descriptions of the goods or the number of those goods to be supplied the Buyer shall be responsible for making payment in full of those goods actually so ordered and the Seller shall not be bound to grant any allowance in respect of any such inaccurate order to the Buyer.
Orders which have been accepted by the Seller constitute a contract and cannot be cancelled by the Buyer without the consent in writing of the Seller. In the event of any such consent this shall be on such terms as the Seller may stipulate.
In the event of variation or suspension of the work by the Buyer’s instruction or lack of instructions the contract price shall be adjusted accordingly.
No returns will be accepted by the Seller without his prior written consent subject to such conditions as the Seller may impose in its unfettered discretion.
The products of the Seller or supplied by the Seller are carefully inspected and when practicable submitted to the Seller’s standard tests at works before despatch. If tests are required other than those specified in the tender or order or in the presence of the Buyer or the Buyer’s representative these will be charged for in addition. In the event of any delay on the part of the Buyer in attending such tests after 7 days notice having been given that the Seller is ready tests will proceed in the absence of the Buyer and shall be deemed to have been made in the Buyer’s presence.
The acceptance by the Seller of tender provisions shall be on the basis of these general conditions and all terms and conditions therein stipulated. Unless previously withdrawn a tender of the Seller is open for acceptance within the period stated therein or where no period is so stated within 30 days only after the date of such tender.
The acceptance of the Seller’s tender must be accompanied by sufficient information to enable the Seller to proceed with the order forthwith otherwise the Seller is to be at liberty to amend tender prices to cover any increased cost which has taken place after acceptance.
With respect to tender arrangements tenders include only such goods accessories and work as are therein specified in detail. All specifications drawings and particulars weights and dimensions submitted with the Seller’s tender are approximate only and the descriptions and illustrations contained in catalogues price lists and other advertisement matter are intended merely to present a general idea of the goods described therein and none of these shall form part of a contract. After acceptance of the Seller’s tender a set of certified outline drawings will be supplied free of charge on request.
If any samples submitted to the Buyer are not returned to the Seller’s premises within one calendar month from the date of receipt they shall be paid for by the Buyer.
Autometers Systems Limited shall not be liable to the Buyer by reason of misrepresentation implied warranty condition or other term of any duty at common law or under the express terms of the contract for loss of profits, damage to the buyer’s reputation or goodwill loss of future business damages costs or expenses payable by the Buyer to any third party or any loss consequential or otherwise howsoever incurred in connection with the contract.
The Seller shall not be liable to the Buyer for any delay or losses consequential or otherwise resulting from the Seller’s failure to perform any of its obligations if the failure or delay results from events or circumstances outside its reasonable control including but not limited to acts of God, fire, pestilence, strikes, lock outs, acts of war, acts of terrorism, earthquake, flood, legislation or any other act over which the Seller has no control and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable it may without liability on its part terminate the contract.
These general conditions supersede all other conditions of the Seller from time to time published and in effect and any and all conditions otherwise applicable by the Seller.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
If any dispute shall arise as to the meaning, operation or effect of the contract or as to any matter or thing done or omitted thereunder the same shall be referred for decision to arbitration (where the Arbitrator shall sit as an expert and not as an Arbitrator) in accordance with the provisions of the Arbitration Act 1950 or any statutory modification or enactment thereof for the time being in force.
Any agreement incorporating these general conditions of sale shall be governed by and be read and construed in accordance with English Law and the Buyer and the Seller submit to the jurisdiction of the English courts.
Any failure by the Seller to exercise or enforce any rights conferred on the seller by these terms and conditions shall not be deemed to be a waiver of all such rights or parts thereof or operate so as to prohibit the exercise or enforcement of these rights against the Buyer at any subsequent time or times.
The Buyer’s rights or obligations under this contract shall not be assigned or otherwise disposed of without the Seller’s prior written agreement.
If the cost to the Seller of performing the Seller’s obligations under these General Conditions or any contract shall be increased or reduced by reason of the making or amendment after the date of acceptance of a contract or a tender of any law or any order regulation or byelaw having the force of law that shall affect the performance of the Seller’s obligations under the contract or
tender the amount of such increase or reduction shall be added to or deducted from the contract price as the case may be.