All goods and services supplied by AVANTA UK Ltd. hereinafter called “the Vendor” are supplied on the basis of these terms and conditions. The placing of any order on the Vendor by any person hereinafter called “the Purchaser” or the acceptance of any goods or services implies acceptance of these terms and conditions and no other terms and conditions shall apply unless they have been expressly agreed by the Vendor in writing. The Vendor reserves the right at any time to refuse orders. No variation of an order will be recognised unless agreed by the Vendor in writing.
2. DELIVERY OF GOODS BY THE VENDOR
The Vendor shall use its best endeavours to start and complete the contract within the agreed time but the Vendor shall in no circumstances be liable for any loss or damage consequential or otherwise caused directly or indirectly by any delay in the delivery of goods or in the completion of the contract.
3. SITE SURVEYS
If the quotation is on a supply and delivery basis only, the Vendor reserves the right at its own discretion to carry out a site survey, site surveys will in the normal cause of events be carried out in the United Kingdom free of charge but the Vendor reserves the right in certain circumstances at its discretion to make a charge for such surveys.
If the contract is for supply of goods and also includes the installation thereof the Vendor reserves the right to carry out a survey at its discretion and such survey shall be carried out free of charge.
Unless otherwise agreed prices are based on a normal working week, work carried out at other times at the customers request will lead to an additional charge as published in our current price list.
Delays on site which are not the responsibility of the Vendor before or during installation caused by other trade or from any other cause will lead to charge as published in the vendor’s price list.
Unless otherwise expressly agreed in writing, payment for all goods and services shall be made to the Vendor within the period stated in our quotation, unless otherwise specifically agreed in writing. Should payment not be received on or before the due date, the Vendor shall be entitled to interest thereon until payment at 1% above Barclays Bank Plc base rate at the time, being such interest to accrue on a daily basis.
If any provision of a clause of these terms and conditions is found by any Court to be invalid or unenforceable, the remaining provisions not directly so affected by such invalidity or enforceability shall remain in full force and effect.
All goods and services are supplied subject to prices and any relevant discounts ruling on the day of despatch. Prices and discount rates and terms and conditions of supply may be altered at any time without notice. It will, however , be the Vendors policy to maintained stability of prices for as long as possible and to endeavour to provide some warning of future prices. Catalogues, price lists and other advertising matter are indented to present only an indication of the type of goods and services offered and no price or other particulars contained therein shall be binding on the Vendor unless expressly included by reference thereto.
8. RETURN OF GOODS
In no circumstances may goods supplied against a firm order be returned without the Vendor’s prior written consent. All goods returned must be securely packed and, unless the Vendor arranges collection, consigned carriage paid and at the risk of the consignor. Credit will only be issued by the Vendor for the value of an order or part of an order once the condition of the returned goods is assessed by the Vendor and confirmation issued by it that the goods are in its view defective.
9. TITLE AND RISKS
Title to the goods shall not, in any case, pass to the purchaser until payment in full has been received by the Vendor in respect thereof. Where any sum or sums are outstanding in respect of other goods or services agreed to be sold or provided by the Vendor to the Purchaser title of the goods shall not pass to the Purchaser until payment has been received by the Vendor in respect of all such sums then due and in respect of the goods and services. The goods shall be at the Purchaser’s risk from the time that the same are loaded at the Vendor’s premises for the purposes of transportation to the premises to which they are delivered. Until title shall pass the Purchaser shall hold the goods solely as fiduciary agent and bailee for the Vendor and shall keep the goods separate from those of the Purchaser and third parties and properly protected and insured and identified as the Vendor’s property. Until that time the Purchaser shall be entitled to resell or use the goods in the ordinary course of its business but shall account to the Vendor for the proceeds of sale or otherwise of the goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds in trust and separate from all monies or property of the Purchaser and third parties. Until title shall pass (provided the goods have not been resold and still exist) the Vendor shall at any time (and without prejudice either to the Purchaser’s obligation to purchase the goods or to any exercise of the Vendor’s rights or remedies in respect thereof) be entitled to require the Purchaser to deliver up the goods to the Vendor and if the Purchaser fails to do so forthwith by itself, its servants and agents to enter upon any premises of the Purchaser or of any third party where the goods are stored and to repossess the goods. Upon request at any time the Purchaser shall immediately notify to the Vendor the location of all such goods. The purchaser shall not be entitled to pledge or in any way change by way of security for any indebtedness any goods which remain the property of the Vendor. If the Purchaser does so all monies owing by the Purchaser to the Vendor shall (without prejudice to any other right or remedy of the Vendor) forthwith become due and payable. Amounts paid on account shall be invariable appropriated in or towards payment for any goods resold from time to time by the Purchase in priority to other goods or services for which payment is then due and subject thereto at the discretion of the Vendor.
Should the goods or any of them be converted into a new product whether or not such conversion involves the mixture of other goods or thing whatsoever and in whatever proportions the conversion shall be deemed to be effected on behalf of the Vendor who shall have full legal and beneficial ownership of the new product.
The Vendor may, without prejudice to its other rights and remedies, determine the contract or any unfulfilled part of it or without further deliveries or make partial deliveries if:
(a) payment for any goods or services is not received on or before the due date:
(b) there is any breach by the Purchaser of any contract between the Purchaser and the Vendor and
(c) the Purchaser becomes insolvent or makes any voluntary arrangement with its creditors or becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or (being and individual or firm) becomes bankrupt or a receiver is appointed over any of the assets of the Purchaser or it ceases to carry on business or if the Vendor reasonably apprehends that any of the events mentioned above is about to occur and so notifies the Purchaser.
If this clause applies and the goods have been delivered but not paid for the price shall become immediately due and payable in full notwithstanding any previous arrangement or agreement to the contrary.
The Vendor shall be entitled to recover any resulting loss including loss of profit of loss on re-sale.
11. PROPER LAW
These terms and conditions shall be subject to and constructed in accordance with the laws of England and the Parties submit to the jurisdiction of the High Court of England.