CONDITIONS OF SALE
1. GENERAL. All quotations and tenders are made and all orders accepted by A Grip Systems Ltd., herein after called the Company, and all goods are supplied, sold, delivered or exchanged for other goods subject to the Conditions set out below and these Conditions shall govern all sales of the Company’s goods to the exclusion of any inconsistent terms or conditions proposed by the customer, whether in the customer’s Order, correspondence or otherwise, unless such are specifically agreed to in writing by a Director or Manager or Proprietor of the Company.
2. QUOTATIONS whether given verbally or in writing or in advertisements do not constitute an offer by the Company and no order from a customer shall create a binding contract until accepted in writing by the Company. 3. ORDERS whether verbal, telephoned or telexed must be confirmed in writing by the customer otherwise the Company accepts no responsibility for errors or subsequent misunderstandings. Goods which are supplied as a result of an incorrect order will not be accepted for return and credit.
4. CATALOGUES. Price Lists and other advertisement matter are only an indication of the type of goods offered and no prices or other particulars contained therein shall be binding on the Company.
5. PRICES quoted are subject to alteration without prior notice to conform with those ruling at despatch date.
6. DESPATCH & DELIVERY. Any times quoted are estimates only and the Company shall not be liable for failure to despatch/deliver within such time.
7. LOSS OR DAMAGE IN TRANSIT. The Company will only be liable to repair or replace free of charge goods lost, damaged or misappropriated in transit, always provided the customer gives separate written Notice to the Company and to the Carriers within the time limits set out in delivery documents and advices of despatch or within 48 hours or receipt, whichever is lesser.
8. OFF-LOADING. The customer shall be responsible for off-loading and shall indemnify the Company against all liability whatsoever arising therefrom or related thereto.
9. DEMURRAGE. Customers retaining the Company’s vehicles or the Company’s Carriers vehicles more than two hours may be charged at Road Haulage Association’s scale for demurrage in force at time of such detention.
10. SHIPMENTS BY SEA/AIR are made in accordance with the terms of the Bill of Loading and/or Waybill in customary use for shipment to the particular destination and the customer expressly agrees to all the terms and conditions of such documents notwithstanding the implementation by shipowners or masters of any of the liberties contained therein and to bear any loss, damage or delay resulting directly or indirectly therefrom.
11. FITNESS. As the Company has no control over the methods, conditions and particular purposes in which and for which the goods that it supplies are used, the Company excludes all conditions, express or implied by statute or otherwise as to the fitness or any of its goods for any particular purpose.
12. SUB-STANDARD MATERIALS. All goods supplied by the Company which are described as such or as “Re-`Second Quality’ processed” are sold without warranty express or implied statutory or otherwise.
13. CONSEQUENTIAL LOSS. Under no circumstances shall the Company be liable whether in contract or in tort for loss of profits or contracts or for any consequential loss, injury or damage or personal injuries to any person whatsoever arising from the use. application or storage of any of the materials supplied by the Company.
14. PAYMENTS. 1) Unless otherwise specified by the Company, payment of any Invoice is due within thirty days of the date of the Invoice. 2) In addition to other remedies the Company reserves the right to charge interest on delayed payments from the due date of payment on a day to day basis at 18% per annum.
15. TITLE & RISK. From the time of delivery of the goods they shall be at risk of the customer who shall be solely responsible for their custody and maintenance as if he were the owner but unless otherwise agreed the goads shall remain the property of the Company until the price has been paid in full and unconditionally. If the customer resells the goods while they are still the property of the Company he shall only do so as bailee for the Company and he shall account to the Company for the proceeds of such sale. if the goods are converted into or incorporated with other products while still in the ownership of the Company then ownership of such other products shall vest in the Company as if simply and solely the goods until payment for same shall have been received by the Company in full and unconditionally. If at any time before the property in the goods passes; a) the whole or any part of the price of the goods supplied has not been paid for after it has become due or b) any petition or resolution to wind up the customers business shall be passed or the customer shall go into Receivership then the Company shall be entitled to require the goods to be returned and if this requirement is not immediately complied with the Company may repossess the goods and may enter the premises of the customer for that purpose.
16. TECHNICAL ADVICE & CO-OPERATION. The Company is not to be liable, contractually or otherwise in respect of any technical advice or assistance given before or after the formation of any contract.
17. LEGAL CONSTRUCTION. The Contract of Sale shall be deemed to be made in England and shall be governed by the Laws of England for all purposes.