In these conditions "the company" shall mean AV Actuators Ltd™, "the purchaser" shall mean the person, firm or company who has viewed/ used www.avactuators.co.uk , any quotation or with whom any contract is made and "the goods" shall mean the goods and/or services agreed to be sold by the Company to the purchaser.
COPYRIGHT AND TRADEMARKS
This site is owned and operated by AV Actuators Ltd™. The material contained on this web site, including all design, text, graphics, selection and arrangement of content and all other information on this site are copyright AV Actuators Ltd™ or its licensees, content providers or technology providers. All rights reserved. Permission is granted to copy, print and distribute in hard copy sections of this site for the purpose of browsing and shopping or for placing an order at AV Actuators Ltd™. Any unauthorised use of the material (especially forwarding prices to our competitors) on this site without the prior permission of AV Actuators Ltd™ is a violation of copyright, trademark and other applicable laws and immediate litigation will follow. AV Actuators Ltd™ respects all relevant trademarks which are marked accordingly.
(1) QUOTATION AND ACCEPTANCE
All quotations are given and all orders are accepted on these terms which shall apply to the exclusion of and shall override any other items stipulated or referred to by the purchaser whether in its order or any other document, or in any negotiations or communication or course of dealing established between the Company and the purchaser.
No modification or amendment of these terms or addition thereto shall be effective unless made in writing and signed by a director of the Company.
(2) DESCRIPTION OF AND STATEMENT AS TO GOODS
Save where the goods are stated to be sold as complying with a recognised trade or industry standard, all descriptions, specifications, drawings and particulars of weights and dimensions submitted by the Company or otherwise contained in the Company's website, catalogues, brochures, price lists, quotations and publicity materials are approximate only and the Company shall not be liable for their accuracy unless they are expressly incorporated into the contract in writing.
All quotations offered and sales made are conditional that although the goods supplied are of sound commercial quality, no liability of any kind, howsoever interpreted as to their suitability, will be accepted by us and it is entirely the buyer's responsibility to ensure compatibility of the goods or services offered with their intended duty. Any illustrations, drawings, data sheets or descriptions given in catalogues, brochures, on the Company's web site or similar, or verbally by one of our representatives are provided only to give an approximate picture or description of the article concerned and do not form in any way the basis of any contractual liability and no warranty or condition that the article shall accord with such illustration, drawing or verbal representation is to be implied and any warranty or condition capable of arising is hereby expressly excluded. All drawings, data sheets and information unless otherwise stated are uncontrolled copies and not subject to automatic updates, and are subject to alteration without notice. In the case of products requiring electrical connection we insist that only qualified electrician be used to make any electrical connections. Good engineering practice and common sense must be seen to prevail at all times
These terms represent the entire agreement between the Company and the purchaser relating to the goods and such terms supersede and the purchaser shall not place any reliance upon any statements, recommendations and advice whether oral or in writing given (whether before or after the acceptance by the Company of the purchaser's order) by the Company, its servants or agents as to any matter relating to the goods save where such statement, recommendations or advise is given in writing and signed by a director of the Company in response to a specific written request from the purchaser before or at the time of the Company's acceptance of the order.
Prices quoted by the Company are those in effect at the date of quotation. Unless otherwise agreed in writing, the Company reserves the right to increase prices when it accepts the purchaser's order so as to reflect one or more of the following:
Any variation the may have occurred in the costs of labour, materials, suppliers, overheads and transport.
Any change in duty, tax, surcharge or levy of any kind whatsoever affecting the sale price of the goods.
Any cost to the Company resulting from delay by the purchaser in giving to the Company information sufficient to enable it to supply the goods or provide the services or resulting from any alteration made at the request of the purchaser in the specification of the goods or in the place to which they are to be delivered or shipped.
Any extra cost to the Company resulting from the goods being carried at the request of the purchaser by modes of transport more expensive than the Company's normal form of transport.
Any "Was, List or MRRP" expressions or phrases used on this web site represents the manufacturers' suggested selling prices and may not be indicative of the prevailing selling prices at any specific time and place. (MRRP means manufacturers' recommended retail price)
"Price" - despite our careful attention to pricing, an item could be mis-priced inadvertently. If an item's correct price is lower than our quoted price, we will charge the lower (correct) amount and deliver the item to you. If an item's correct price is higher than our quoted price, AV Actuators Ltd shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. However, we might at our discretion decide to honour the lower (incorrect) price and send the item as a show of goodwill
"Saving" - all references to "Saving" on this site are based on your average savings relative to the 'Was, List or MRRP" price excluding VAT.
In an effort to provide our customers with the most current information, price and availability information is subject to change without notice.
Normal payment method is by credit/ debit card via the secure payment provision on the web site. Card processing is carried out by the secure payment service provider selected by the Company. Refusal to accept a customer's card/ cards is entirely the responsibility of the provider.
The Company does offer 30 day credit terms to approved applicants, the approval process and decision is entirely the Company's and if credit is declined, no reason has to be given.
Unless otherwise agreed in writing, the price for the goods will be due and payable by the last business day of the month following delivery.
The Company shall be entitled to charge interest on any part of the price which is not paid in accordance with: clause (a) at the rate per annum of 5% above the Base Rate of Barclays Bank from time to time.
Time of payment is of the essence and if the purchaser defaults in punctual payment of the price the Company shall be entitled to terminate the contract and recover the goods at the purchaser's expense without prejudice to any further rights which the Company may have.
Any default in payment of an invoice or an instalment payable on an invoice on the due date shall render the entire balance outstanding on all invoices from the Company to the purchaser immediately payable in full without demand being made notwithstanding any contrary provisions as to terms of payment in any one or all invoices.
If the purchaser fails to give all instructions reasonably required by the Company and all necessary documents, licences, consents and authorities for forwarding the goods or is unable to accept delivery of the goods at the time when the goods are due and ready for despatch or delivery or shall otherwise cause or request delay, the purchaser shall pay to the Company all costs and expenses, including storage and insurance charges incurred or arising from such delay during which at the Company's absolute discretion if its storage facilities permit, the goods will be stored at the purchaser's sole risk. This provision shall be in addition to and not in substitution for any other payment or damages for which the purchaser may be liable in respect of his failure to take delivery at the appropriate date.
The purchaser shall not be entitled to make any deduction from the price of goods which have been delivered to the purchaser in respect of any set off or counterclaim unless both the validity and the amount thereof have been expressly admitted in writing by the Company and such admission is signed by a director of the Company.
In the absence of any specific appropriation by the purchaser, the Company shall have the right to appropriate any payment made by the purchaser towards the satisfaction of any invoice outstanding from time to time as the Company shall in its absolute discretion think fit. Should payment be made incorrectly resulting in additional funds being paid into our business account, the funds can only be returned to you if our UK bank approves the funds as being legitimate funds from a legitimate bank account. However, should an over payment be made, a handling fee of between 5-10% will be charged and taken from the overpaid funds. The funds (once approved by our bank) will be transferred to your bank account minus our handling fee. In addition to this, the funds may be left in our UK bank account and held on account as credit on account. The funds may not be returned to you.
Any time or date stated for delivery is given and intended as an estimate only and the Company shall not be liable for any loss or damage whatsoever resulting from any delay in delivery howsoever arising.
Unless otherwise stated in writing delivery shall be deemed to take place upon the occurrence of the first in time of the following, namely:
- the physical delivery of the goods to the purchaser at the Company's works
- the physical delivery of the goods to the purchaser's carrier or agent for the purpose of transmission to the purchaser or his nominee
- the physical delivery of the goods to the purchaser's place of business or such other place as he may direct by the Company, its carrier or agent, the purchaser being responsible for unloading
Signature of the Company's delivery note by any employee, representative or agent of the purchaser shall be conclusive proof of delivery.
Where the contract provides for delivery by the Company, its carrier or agent
- any claims for non-delivery must be made in writing to the Company within seven days of receipt of invoice or advice note whichever is the earlier
- any claims in respect of goods damaged in transit or shortages in delivery must be made in writing to the Company within three days of delivery, shortages in delivery shall not give rise to a right to reject the goods delivered
The Company shall be entitled to make partial deliveries or deliveries by instalments and all the provisions of these terms shall apply to such deliveries.
(6) PROPERTY AND RISK
Risk in the goods shall pass to the purchaser at the time at which delivery takes place in accordance with clause 5 above and the purchaser shall be solely responsible for insuring the goods thereafter.
The Company shall retain ownership of and title in the goods delivered until full payment has been made in respect of all such goods. Until such time the goods shall be:
- stored separately from other goods in the possession of the purchaser
- marked or otherwise rendered identifiable as being the property of the Company
- held by the purchaser as bailee of the Company
- held by the purchaser free from any charge, lien or other encumbrance
Provided the Company has not requested their return and not withstanding that payment in full has not been made for all of the goods delivered, the purchaser as principal and not as agent for the Company shall be entitled to use the goods or offer for sale and sell them in the ordinary course of his business.
Where the purchaser sells the goods prior to paying for them in full
- the Company shall be legally and beneficially entitled to the proceeds of sale
- the purchaser shall hold the proceeds of sale on trust for the Company and shall not mingle them with other monies and shall not pay them into an overdrawn bank account
- he shall deposit the proceeds of sale in a separate bank account, the location and number of which he has previously notified to the company, and he shall not be entitled to use or deal with the proceeds of sale until payment in full for the goods has been made with the Company
The Company shall have the right at any time by its servants or agents to enter the purchaser's premises where the goods are stored or are thought by the Company to be stored, so as to
- retake possession of the goods when the Company has requested their return and the purchaser has not immediately complied with the request, such retaking or return to be without prejudice to any other rights the Company may have arising there from
- inspect the storage of the Company's goods which have not been paid for in full
- investigate and ascertain whether all these terms are being complied with.
(7) GUARANTEE AND LIABILITY
The Company guarantees all goods which have been manufactured by the Company against any defect of work or materials which can be proved to the Company's satisfaction to have been caused before delivery provided that
- the goods are used for their normal purpose,
- full details of any such defect are notified to the Company within fifteen days of its first appearance and
- the goods in which the defect arises are returned at the purchasers expense to the Company
The guarantee shall be for a period of twelve months from the date of delivery in accordance with clause 4 above and the liability of the Company shall be limited at its option either to supplying replacement goods, which will be supplied subject to these terms, or refunding the price of the goods.
The Company gives no guarantee in respect of goods not manufactured by it but shall use all reasonable endeavours to procure for the purchaser or assign to the purchaser the benefit of any guarantee obtained by it from the manufacturer or supplier thereof, however the Company shall not be required to commence litigation against such manufacturer or supplier or to incur any expense in connection with any such claim by the purchaser.
The above guarantee is given in lieu of and to the exclusion of all other warranties, conditions, representations and undertakings express or implied by statute or otherwise in respect of the quality or fitness for purpose of the goods or as to their condition or performance or as to any other matter except where such warranty or condition is implied by statute and, by reason of a statutory provision cannot be excluded.
Save as provided herein and save in any case where death or personal injury has been caused by the Company's negligence or any case where the Company is liable for a defect in the goods pursuant to Part 1 in the Consumer Protection Act 1987 or any statutory replacement thereof, the Company shall be under no liability whatsoever to the purchaser for any loss or damage whether direct, indirect or consequential arising out of any defect in failure of or unsuitability for any purpose of the goods or any part thereof whether the same be due to any act, omission breach of contract, negligence or wilful default in design, workmanship or materials or any other cause.
(8) RETURNS POLICY
Goods cannot be returned to us without our prior consent and we reserve the right to a 50% restocking charge on all returns, except in the event of an error on our part. Items ordered by us for special orders cannot be returned except under exceptional circumstances and in these cases, only with and subject to full agreement with our supplier(s). Goods 'incorrectly ordered' or 'surplus to requirements' can only be returned within 14 days from date of shipping, and all returns conditions listed under this section apply to the returned goods
We do not accept Debit Notes.
Goods returned that do not comply with our returns policy will not be accepted back and no credit will be issued. Credit will only be issued providing that the returned items are in prime, new, unused, re-saleable condition. If the returned items are not in this condition, we will not accept them back and no credit will be issued. Accepted items are returned to our stock for resale - it follows that if they are not in prime condition when returned, we are unable to re-sell them as new, hence our refusal to offer credit on them.
Returned items where applicable, will be inspected by us and a report issued advising our conclusions. Disposal (return to client, rework & return, or scrap) of the product(s) must be confirmed to us by the client as any items, for which these instructions have not been received within 6 weeks of our report, will be scrapped.
Our products are fully supported in the UK and Ireland and manufacturer's representatives can attend site to assist with 'problems', however a call out charge is made and traveling and subsistence expenses are recoverable if the cause is proven to be 'user/ customer generated' due to non-adherence to supplied Installation, Operation and Maintenance Instructions, or other instructions supplied with the goods, or non-adherence to good engineering practice where no instructions were issued. Representatives will attend site only after an order number is received by us for the site visit to cover these charges. Should the cause be deemed to be due to faulty materials or workmanship on our products, no charge will be made. Our charges cover per day or part day plus a mileage charge for the round trip, + overnight accommodation and subsistence should an overnight stay be required.
The Company shall have the right forthwith to cancel the purchaser's order if any of the following events occur and subject to enforcement of the Company's rights to recover the goods and to received payment of the price of damages, the contract shall be deemed to have terminated:
- the purchaser commits any breach of its obligations to the Company
- any distress or execution is levied upon any property of the purchaser
- the purchaser makes or offers to make any arrangement or composition with creditors or commits any act of bankruptcy or insolvency
- any resolution is passed to petition presented to wind up the purchaser
- a receiver or administrator is appointed or any charge takes possession of all or any part of the undertaking or assets of the purchaser
- the purchaser stops payment or ceases or threatens to cease to carry on its business or to pay its debts as and when they fall due
- any remittance for payment of the whole or any part of the purchase price of the goods is dishonoured by the purchaser's bankers.
The purchaser shall not assign or transfer or purport to assign or transfer any contract to which these terms apply to any other person without the Company's prior written consent. The Company reserves the right to subcontract the performance of the contract of any part of it.
If the Company is prevented or delayed (directly or indirectly) from making delivery of the goods or any part thereof or from otherwise performing the contract or any part thereof by reason of war, embargo, riot, strike, lockout, trade dispute, fire, break-down of plant or machinery, inclement weather, interruption of transport, Government action, delay in delivery to the Company of any goods or materials or by any cause whatsoever (whether or not of a like nature to the foregoing) outside its control, is shall be under no liability whatsoever to the purchaser and shall be entitled at its option either to cancel the contract or without any liability to extend the time or times for delivery by a period equivalent to that during which such delivery has been prevented
TO THE FULLEST EXTENT PERMITTED AT LAW, AV Actuators Ltd ™ IS PROVIDING THIS WEB SITE AND ITS CONTENTS ON AN "AS IS" BASIS AND MAKES NO (AND EXPRESSLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THIS WEB SITE OR ITS CONTENTS INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, AV Actuators Ltd™ DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THIS WEB SITE IS ACCURATE, COMPLETE OR CURRENT.
Save in respect of your statutory rights under the Sale of Goods Act 1977 (as amended) and the Unfair Contracts terms Act 1977 and save in respect our guarantee, we shall not be liable to you by reason of any implied warranty, condition or other term, or any duty at common law, or under these terms of our contract with you, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by our negligence) which arise out of or in connection with the supply of the goods or their use by you.
The contract and these terms shall be governed by English law and the purchaser shall submit to the sole jurisdiction of the English Courts.