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Terms and Conditions of Sale
AUT(Wheels & Castors) Co Ltd.
Terms and Conditions of Sale
1. DEFINITIONS
The following definitions shall apply to the following phrases when used in
these conditions:
-”The Company” means AUT(Wheels & Castors) Co Ltd.
-”The Goods” means goods supplied by the company to the purchaser under a
contract subject to these conditions.
-”The Purchaser” means the person to whom the goods are to be supplied subject to
these conditions:
2. APPLICABILITY OF THESE CONDITIONS.
a. These conditions shall apply to all contracts for the sale of goods by the
Company to the exclusion of all terms and conditions (standard or otherwise)
which the Purchaser may seek to impose. The placing of an order will be deemed to
constitute acceptance of this term.
b. No variation of these Conditions shall be effective unless made in writing
and signed by a Director of the Company.
3. TERMS OF PAYMENT.
a. Where a credit account has been opened the price of the Goods shall become
due upon the despatch of an invoice therefore by the Company to the Purchaser
and shall be paid no later than 30 days monthly account thereafter. In the
event that the Purchaser fails to make payment by that date the company may
without any prejudice to any other rights which it may have
i) suspend all further deliveries to the Purchaser under the contract in
question or any other contract
ii) require payment in advance for any future deliveries
iii) require payment of interest on the amount due at a compounded annual rate
of 3% per annum above the Bank of England Base Rate for the time
being prevailing from the date when payment becomes due to the date of actual
payment.
b. The Company shall have the same additional rights as those referred to in
paragraph (a) of this condition in the event that the Purchaser shall make
default in or commit any breach of his obligations under the contract or if
any distress or execution shall be levied upon the Purchaser’s goods or if
against the Purchaser or if, being a limited company, any resolution or
petition to wind up the Purchaser (other than for the purposes of amalgamation
or reconstruction without insolvency) shall be passed or presented of if a
receiver or manager shall be appointed over the whole or any parts of the
Purchaser’s business.
c. The Purchaser shall pay all amounts due under any Contract in full without
any deduction or withholding except if required by law and the Purchaser shall
not be entitled to assert any credit, set off or counterclaim against the Company
in order to justifying withholding payment of any such amount in whole or in part.
The Company may at any time, without limiting any other rights or remedies that
it may have, set off any amount owing to it by the Purchaser against any amount
payable by the Company to the Purchaser.
4. PRICE VARIATION.
The Company reserves the absolute right to alter any of its prices at any time
and Goods despatched after the date of such alteration shall be invoiced at
the rate then prevailing. Where quantities ordered vary from those quoted for,
the Company reserves the right to requote.
5. DELIVERY.
a. Unless contrary written instructions are received the goods will be
delivered to the Purchaser’s place of business by a method determined by the
Company, normally road transport. In the event that the Purchaser stipulates
the use of some other form of transport any extra transport costs payable
shall be for the account of the Purchaser.
b. All prices quoted are offered ex works (Mossley). Carriage and packing
charges are therefore in addition to the net value of the dispatch. The only
exception to this is where the Company has made a written offer (which is
signed by a Director of the Company) specifically offering a price inclusive
of carriage and packing to the Purchaser’s premises.
c. If the Purchaser decides to revise any delivery instructions which it may
have given it shall give the Company at least six weeks prior written notice
otherwise deliveries will be made in accordance with original order.
d. If within fourteen days after the notification by the Company that the
goods are ready for dispatch the Purchaser has not notified the Company of its
delivery instructions, the Company shall be entitled to arrange storage either
at its own works or elsewhere on the Purchaser’s behalf, and at the
Purchaser’s risk and expense.
e. The Company will not be liable for any claim for any shortages, pilferage or
damage to Goods unless the Company is advised in writing within seven days
of delivery and provided with an opportunity to inspect the Goods which must be
retained for at least 14 days thereafter. The Company will not be liable for any
claim for non-delivery unless advised in writing by the Purchaser within 21 days
of the relevant invoice date.
6. DELIVERY TIMES.
a. Although given in good faith dates quoted for delivery of the Goods are
intended as estimates only and are not therefore to be treated as being the
essence of the contract.
b. The Company shall not be liable for failure to deliver the Goods or to do
promptly if such failure arises due to ‘Force Majeure’ including without
prejudice to the generality of the foregoing delays occasioned by strikes,
riots, lock-outs or other labour troubles, war, fire, accidents, mechanical
failure, availability of supplies of Goods to the Company, delay in delivery
of Goods or materials by suppliers or other persons, government action,
legislation or regulation of any kind. Act of God or any circumstance
whatsoever outside the reasonable control of the Company and such
delay or failure to deliver such goods shall not effect the obligation of the
Purchasers to pay for Goods already delivered.
7. PROPERTY AND RISK.
a. The Goods are insured by and at the risk of the Company until they are off-
loaded at the Purchaser’s place of business or other delivery point specified
by the Purchaser. From the time that the Goods are off-loaded by the Purchaser
it is the Purchaser’s responsibility to insure the Goods. If the Purchaser
employs an agent to transport the Goods then risk will pass at the time of
delivery to the Purchaser’s agent.
b. The Goods shall remain the sole and absolute property of the Company as
legal and equitable owner until such time as the Purchaser shall
have paid to the Company the agreed price together with the full price of any
other Goods that are the subject to any other contract with the Company. The
Company may for the purpose of recovery of the Goods enter upon any premises
where they are believed to be stored and may repossess the same in default of
payment of monies owing by the Purchaser to the Company. The Purchaser will
store any Goods for which payment has not been made separately from any other
goods in its possession.
c. Until such payment, and subject to the following provisions, the Purchaser holds
the goods as bailee of the company and owes to the Company the normal fiduciary
obligations of a bailee by way of custody in respect of the Goods. In so far as the
Purchaser shall, or shall purport to, offer for sale and sell the Goods, it shall do so only
at the best obtainable price in the ordinary course of its business as principal and not
as agent for the Company. The Company shall, by reason of the said relationship of
bailment between the Purchaser (as bailee) and itself (as bailor), be and remain legally
and beneficially entitled to the proceeds of sale and the Purchaser shall pay such
proceeds of sale into a separate account or, otherwise, shall ensure that all the proceeds
of sale are kept by or on behalf of the Purchaser in a separate and identifiable form.
The proceeds shall not be paid into an overdrawn bank account. Upon receipt of the
proceeds of sale, the Purchaser shall discharge the debt due to the Company and shall
not use or deal with the proceeds of sale in any way whatsoever until such debt has been
discharged.
8. TRADING POLICY.
a. The Company may in its absolute discretion allow trade discounts to
Purchasers of its goods. Such discounts will not normally be granted, where
the value of goods supplied in a particular consignment is less than £250.00.
b. In its absolute discretion the Company may agree to the return of Goods and
the issue of a credit note provided that such agreement shall be in writing
and signed by a duly authorised person on behalf of the Company and that Goods
so returned are to be dispatched carriage paid by the Purchaser and that the Company
shall be entitled to impose a handling charge.
c. No order shall be binding upon the Company until the Company has issued its
written acceptance of the order and the Purchaser has confirmed its order in
writing. No cancellations or adjustments can be accepted without previous
written consent of the Company.
d. Special requirements. The Company reserves the right to deliver and invoice
any complete or part manufactured goods produced specially to customer’s
specifications or parts specially purchased to meet such requirements left on
hand due to cancellation of all or part of the contract.
e. Any samples, drawings, descriptive matter or advertising issued by the Company
and any descriptions or illustrations contained in the Company’s catalogues or brochures
are issued or published for the sole purpose of giving an approximate idea of the Goods
described in them and they shall not form part of the Contract or any other Contract between
the Company and the Purchaser for the sale of Goods unless the Company expressly agrees
to the same.
9. WARRANTIES AND CONDITIONS
The warranties and conditions contained in the Sale of Goods Act 1979 as
amended or any statutory modification or re-enactment thereof shall apply to
this contract and all other warranties and conditions whatsoever whether
express or implied are hereby excluded (liability for death or personal injury
caused by the negligence of the Company its servants or agents excepted)
provided that:
a. The Company may vary designs, specifications and packaging or may modify
the Goods supplied without prior notice provided that such variations and
modifications do not materially adversely effect the performance of the Goods
or the quality of workmanship or materials used.
b. The Company shall be under no liability to the Purchaser or any third party for any loss of
profit or indirect or consequential or economic loss arising under or in connection with the Contract.
c. The Company shall be under no liability for breach of any of the said
conditions and warranties arising from defects in the Goods unless a claim
shall have been notified to it in writing within six months from the date when
the Goods were delivered.
d. The Company may at its option either repair or replace any Goods which may be found to be
defective.
e. The Company’s liability for any loss or damage caused by any defect in the Goods shall be
limited to the amount paid or payable by the Purchaser to the Company for the Goods.
f. The Purchaser shall ensure that the terms of any order for Goods and any relevant
specification are complete and accurate and it is the Purchaser’s responsibility to make sure
that any such specification is correct and is suitable for the Purchaser’s requirements.
10. THIRD PARTIES
Unless the right of enforcement is expressly provided, it is not intended that a third party
should have the right to enforce any part of this contract pursuant to the Contracts
(Rights of Third Parties) Act 1999.
11. SET OFF AND COUNTERCLAIMS.
The Purchaser shall not be entitled to withhold payment of any Sums after they
have become due by reason of any right of set-off or counterclaims which the
Purchaser may have or allege to have or for any reason whatsoever.
12. INDEMNITY.
The Purchaser agrees to indemnify the Company against liabilities incurred by
the Company (including all damages, losses and expenses) awarded against or
incurred by the Company by reason of any proceedings, claims or demand which
may be made or brought against the Company either.
(i) alleging infringement of any patent copyright or other rights of third
parties by reason of anything done by the seller in accordance with the
Purchaser’s designs specifications or instructions express or implied; or
(ii) alleging injury (including death) loss or damage to any third party or
property of any third party by reason of any defect in any of the goods when
the same have been supplied by the Company in accordance with the Purchaser’s
designs, specification or instructions express or implied.
13. GOVERNING LAW
These conditions and any contracts subject hereto shall be governed in all
respects by the laws of England and shall be subject to the exclusive
jurisdiction of the English courts.
V240910
AUT (Wheels &Castors) Co Ltd., The Wheel House, Egmont Street,
Mossley, Ashton-Under-Lyne, Lancashire OL5 9NB, United Kingdom.
Telephone: 01457 837772
Fax: 01457 832472
Email: sales@aut.co.uk
AUT Wheels & Castors
AUT provide wheels and castors along with a high level of care for all our customers whether an ex stock delivery or a development project from design through to manufacture.
Underpinned by:
20,000 sq.ft. storage & manufacturing
Sales Engineers covering all UK
Global supply chain
Ex stock sales
Full logistics operations
Turnkey solutions
Dedicated sales contacts
Bespoke solutions
Machining
Turn parts supplier
Dedicated customer tooling