TERMS & CONDITIONS
STANDARD TERMS AND CONDITIONS OF SALE ABBEY ELECTRONICS
All orders are accepted and goods supplied subject to the following terms and conditions.
In the event of any conflict between these terms and conditions and those of the Purchaser the former will prevail.
No other terms and conditions will apply in any circumstances unless agreed in writing and signed by authorised representatives from both Abbey Electronics and the Purchaser.
Any typographical, clerical or other error or omission in any quotation, price list, acknowledgement of order, invoice or other document issued by Abbey Electronics shall be subject to correction without any liability on the part of Abbey Electronics.
2. ORDER ADMINISTRATION
Where Abbey Electronics has quoted the Purchaser then any such quotation shall remain valid for 30 days from the date of issue unless otherwise specified.
The Purchaser’s order shall constitute an offer to Abbey Electronics and no agreement shall come into being until Abbey Electronics has issued an order acknowledgement in writing detailing the terms and conditions of the order.
The price shall be in accordance with Abbey Electronics’ price list in force at the time of delivery less applicable discount (if any) unless separately advised in writing.
Abbey Electronics shall be entitled to adjust the price without giving notice to the Purchaser whether before or after acceptance of the order as a result of any increase in cost in respect of wages, materials, packaging or currency fluctuation.
The cost of carriage shall, unless otherwise stated, be charged extra.
A minimum order charge for goods of ,100 shall be applicable.
Prices exclude VAT.
Delivery dates advised by Abbey Electronics’ order acknowledgement are for guidance only and no liability will attach to late or postponed deliveries due to conditions beyond the reasonable control of Abbey Electronics.
Delivery charges will be for the account of the Purchaser unless otherwise agreed in writing.
The Purchaser shall also be liable for transport and related documentation charges for deliveries outside UK mainland.
Abbey Electronics will not be responsible for any losses arising from delays in despatch or delivery, irrespective of cause.
Collection by the Purchaser or delivery by Abbey Electronics or the carrier to the Purchaser will be deemed to be receipt of the goods by the Purchaser for the purpose of this agreement.
If delivery to site is required by the Purchaser, the Purchaser will ensure that the site will be readily accessible to road transport at the date and time of the delivery and that a representative of the Purchaser is available to accept the goods.
5. CANCELLATION AND POSTPONEMENT OF ORDERS
Deliveries in respect of orders for goods may only be postponed with the written agreement of Abbey Electronics. If the Purchaser cancels an order, Abbey Electronics will endeavour to find an alternative Purchaser, but will be entitled to charge the Purchaser for any losses suffered as a result of the cancellation. There shall be no requirement to prove such losses provided they do not exceed 25% of the value of any orders cancelled.
Abbey Electronics shall be entitled, on the termination of this contract and without prejudice to any other claims against the Purchaser:
(i) To recover from the Purchaser the cost of any goods acquired by Abbey Electronics for the Purchaser.
(ii) To charge the Purchaser by way of cancellation a sum not less than 25% of the invoice value of the goods ordered by the Purchaser but not delivered by Abbey Electronics.
Orders for goods manufactured or purchased in accordance with the Purchaser’s specifications may not be cancelled without the written authority of Abbey Electronics. The Purchaser undertakes to indemnify Abbey Electronics for all costs and expenses resulting from a breach of this condition by the Purchaser.
Goods are at the risk of the Purchaser from the time of despatch. Claims for incorrect delivery, including discrepancies between goods ordered and goods delivered, shortages, damage to goods in transit or other discrepancies must be notified, in writing, within 7 days of delivery and in any event, before the fitting of goods to other products otherwise the Purchaser will be deemed to have accepted the goods for all purposes of the contract and the Purchaser shall be liable for the invoice value. Abbey Electronics will consider claims for non- delivery provided these are notified to Abbey Electronics within 14 days of the date of the advice note.
Payment will be made in full for goods before any purchase orders are accepted.
In the case where a credit account is used by agreement with Abbey Electronics, invoices rendered by Abbey Electronics are strictly nett and payment in full is due within 30 days from the date of invoice.
The Purchaser shall not be entitled to make any deduction from the price in respect of any counter- claim unless both the validity and the amount thereof have been admitted by Abbey Electronics in writing.
If payment of the price or any part thereof is not made on the due date, Abbey Electronics shall be entitled:
(i) to refuse to make any further consignments of goods whether ordered at the due date or not, without incurring any liability whatsoever to the Purchaser for any delay in delivery.
(ii) to terminate this contract.
(iii) to set off sums owed by Abbey Electronics to the Purchaser against sums owed by the Purchaser to Abbey Electronics.
(iv) to charge interest on such sums on a day-to-day basis from the due date of payment at the rate of 4% above the base rate of Barclays Bank Plc for the time being in force.
8. RETENTION OF TITLE
Property in the goods shall not pass to Purchaser until Abbey Electronics has received in cash or cleared funds payments in full of the price of the goods and all other goods agreed to be sold by Abbey Electronics to the Purchaser for which payment is then due.
Until such time as the property in the goods passes to the Purchaser the Purchaser shall hold the goods as fiduciary Agent and Bailee and shall keep the goods separate from those of the Purchaser and third parties and properly stored protected and insured and identified as Abbey Electronics’ property but shall be entitled to resell or use the goods in the ordinary course of its business.
Until such time as the property in the goods passes to the Purchaser (and provided the goods are still in existence and have not been resold) Abbey Electronics shall be entitled at any time to require the Purchaser to deliver up the goods to Abbey Electronics and if the Purchaser fails to do so forthwith to enter upon the premises of the buyer or any third party where the goods are stored and repossess the goods.
The Purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of Abbey Electronics but if the Purchaser does so all money owing by the Purchaser to Abbey Electronics shall (without prejudice to any other right or remedy of Abbey Electronics) forthwith become due and payable.
Abbey Electronics warrants that it has good title to all Products supplied to the Purchaser hereunder and that it will repair or replace at its option all or part of any Product which during the Warranty Period (12 months unless otherwise specified) has been found by the Purchaser to be defective due to Abbey Electronics’ workmanship or materials. The Purchaser agrees to ship defective Products prepaid to Abbey Electronics with a statement of the defect alleged. Where Abbey Electronics finds that the defect exists it will pay the return charges, which will otherwise be the responsibility of the Purchaser.
It is a fundamental condition of this warranty that no unauthorised modifications to the product have taken place during the warranty period.
In no circumstances will returned goods be accepted without written consent.
When the Purchaser returns goods under warranty, there shall be enclosed with such goods a description of the defect. The Purchaser undertakes to send Abbey Electronics within 48 hours of despatch a separate advice note providing details of the goods being returned and the date and method of despatch.
The warranty is not transferable and shall only apply to the original Purchaser and shall not extend to any Subsequent Purchaser or User.
Except as expressly provided for in this clause no warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance, durability or fitness for purpose of the products is given or assumed by Abbey Electronics and all such warranties, conditions, undertakings and terms are hereby excluded.
Except in those cases where the absolute prohibition against exclusion of restriction of liability contained in sections 2(1), 6(1) and 6(2) of the Unfair Contract Terms Act 1977 apply, Abbey Electronics will not be liable in contract or in tort or otherwise howsoever for any indirect or consequential loss or damage whatsoever arising directly or indirectly from or in connection with any defect in, failure of or loss of use of the products or the performance of any agreement or any breach thereof by Abbey Electronics or otherwise, including without limitation any loss of or damage to or error in any data or other information in any medium produced for the use of the products and which arises directly or indirectly as a result of or is attributable to any defect or failure of the products.
No Warranty or condition express or implied, statutory or otherwise, is given or is deemed to be given by Abbey Electronics that the products are compatible with any other products upon which it may be used or suitable or sufficient for the Purchaser’s purpose(s) or otherwise in relation to the products except as expressly set out herein.
Save as otherwise specifically provided in any agreement, Abbey Electronics’ aggregate liability for loss or damage in respect of or arising out of or in any way whatsoever in connection with any agreement or the performance of it or any breach of it otherwise whatsoever, in relation to it shall for all purposes whatsoever be limited to an amount equal to the amount of the sale price.
The provision of the foregoing information within this clause shall not apply to any death or personal injury occasioned by Abbey Electronics or any of its employees and for which Abbey Electronics is legally liable.
The Purchaser acknowledges and agrees that the exclusions from and limitations of liability provided for in this clause are reasonable in the circumstances and that if they had not been included the Sale Price would have been materially increased.
11. FORCE MAJEURE
If the performance of a contract or any obligations hereunder except the making of payments hereunder is prevented, restricted or interfered with by reason of fire, flood, earthquake, explosion or other casualty or accident, strikes or labour disputes, inability to procure or obtain delivery of parts, supplies or power, war or other violence, any law order, proclamation, ordinance, demand or requirement of any government agency, or any other act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference; provided however that the party so affected shall take all reasonable steps to avoid or remove such cause of non-performance and shall resume performance hereunder with despatch whenever such causes are removed.
12. LEGAL CONSTRUCTION
The Law governing these terms and conditions and any agreement made incorporating the same, shall be English Law and the forum for resolving any disputes shall be English Courts.